American Lorain Corporation - Exhibit 10.1 - Filed by newsfilecorp.com







	 
	SHARE EXCHANGE AGREEMENT

	
       

      by and among 

       

	AMERICAN LORAIN CORPORATION,
    
	
      as the Purchaser, 

       

	SHENGRONG ENVIRONMENTAL PROTECTION
      HOLDING COMPANY LIMITED, 
	
      as the Company 

       

	
      and 

       

	THE SHAREHOLDERS OF THE COMPANY NAMED
      HEREIN, 
	as the Sellers 
	
       

       

	
      Dated as of December 22, 2016 

       







TABLE OF CONTENTS

	 	Page
	 	  
	I.
      THE SHARE EXCHANGE 	1
      
	1.1.
      Purchase and Sale of Shares 	1
      
	1.2.
      Consideration 	1
      
	1.4.
      Company Shareholder Consent 	2
      
	 	  
	II.
      CLOSING 	2
      
	2.1.
      Closing 	2
      
	 	  
	III.
      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	2
      
	3.1.
      Due Organization and Good Standing 	2
      
	3.2.
      Authorization; Binding Agreement 	2
      
	3.3.
      Governmental Approvals 	3
      
	3.4.
      Non-Contravention 	3
      
	3.5.
      Capitalization 	3
      
	3.6.
      SEC Filings and Purchaser Financials 	4
      
	3.7.
      Absence of Certain Changes 	5
      
	3.8.
      Compliance with Laws 	5
      
	3.9.
      Actions; Orders; Permits 	5
      
	3.10.
      Taxes and Returns 	5
      
	3.11.
      [Intentionally Omitted] 	6
      
	3.12.
      Properties 	6
      
	3.13.
      Material Contracts 	6
      
	3.14.
      Transactions with Affiliates 	6
      
	3.15.
      Investment Company Act 	7
      
	3.16.
      Finders and Brokers 	7
      
	3.17.
      Ownership of Exchange Shares 	7
      
	3.18.
      Certain Business Practices 	7
      
	3.19.
      Insurance 	7
      
	3.20.
      Independent Investigation 	8
      
	 	  
	IV.
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY 	8
      
	4.1.
      Due Organization and Good Standing 	8
      
	4.2.
      Authorization; Binding Agreement 	8
      
	4.3.
      Capitalization 	9
      
	4.4.
      Subsidiaries 	10
      
	4.5.
      Governmental Approvals 	10
      
	4.6.
      Non-Contravention 	10
      
	4.7.
      Financial Statements 	11
      
	4.8.
      Absence of Certain Changes 	12
      
	4.9.
      Compliance with Laws 	12
      
	4.10.
      Company Permits 	12
      
	4.11.
      Litigation 	12
      
	4.12.
      Material Contracts 	13
      
	4.13.
      Intellectual Property 	14
      
	4.14.
      Taxes and Returns 	16
      
	4.15.
      Real Property 	17
      
	4.16.
      Personal Property 	18
      
	4.17.
      Title to and Sufficiency of Assets 	18
      
	4.18.
      Employee Matters 	18
      
	4.19.
      Benefit Plans 	19
      
	4.20.
      Environmental Matters 	20
      


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	4.21.
      Transactions with Related Persons 	21
      
	4.22.
      Insurance 	21
      
	4.23.
      Top Customers and Suppliers 	22
      
	4.23.
      Books and Records 	22
      
	4.25.
      Loans Receivable 	22
      
	4.26.
      Certain Business Practices 	22
      
	4.27.
      Investment Company Act 	23
      
	4.28.
      Finders and Investment Bankers 	23
      
	4.29.
      Independent Investigation 	23
      
	4.30.
      Information Supplied 	23
      
	4.31.
      Disclosure 	24
      
	 	  
	V.
      REPRESENTATIONS AND WARRANTIES OF THE SELLERS 	24
      
	5.1.
      Due Organization and Good Standing 	24
      
	5.2.
      Authorization; Binding Agreement 	24
      
	5.3.
      Ownership 	24
      
	5.4.
      Governmental Approvals 	25
      
	5.5.
      Information Supplied 	25
      
	5.6.
      No Litigation 	25
      
	5.7.
      Investment Representations 	25
      
	5.8.
      Finders and Investment Bankers 	26
      
	5.9.
      Independent Investigation 	26
      
	5.10.
      Information Supplied 	26
      
	4.31.
      Disclosure 	27
      
	 	  
	VI.
      COVENANTS 	27
      
	6.1.
      Access and Information 	27
      
	6.2.
      Conduct of Business of the Company 	28
      
	6.3.
      Conduct of Business of the Purchaser 	30
      
	6.4.
      Annual and Interim Financial Statements 	32
      
	6.5.
      Purchaser Public Filings 	32
      
	6.6.
      No Solicitation 	32
      
	6.7.
      No Trading 	33
      
	6.8.
      Notification of Certain Matters 	33
      
	6.9.
      Efforts 	34
      
	6.10.
      Further Assurances 	34
      
	6.11.
      The Proxy Statement 	34
      
	6.12.
      Public Announcements 	36
      
	6.13.
      Confidential Information 	36
      
	6.14.
      Litigation Support 	37
      
	6.15.
      Documents and Information 	38
      
	6.16.
      Post-Closing Board of Directors and Executive Officers 	38
      
	6.17.
      Supplemental Disclosure Schedules 	38
      
	6.18.
      Purchaser Policies 	39
      
	6.19.
      SOX 404(b) Compliance 	39
      
	 	  
	VII.
      SURVIVAL AND INDEMNIFICATION 	39
      
	7.1.
      Survival 	39
      
	 	  
	VIII.
      CLOSING CONDITIONS 	40
      
	8.1.
      Conditions of Each Party’s Obligations 	40
      


ii 





	8.2.
      Conditions to Obligations of the Company and the Sellers 	40
      
	8.3.
      Conditions to Obligations of the Purchaser 	42
      
	8.4.
      Frustration of Conditions 	43
      
	 	  
	IX.
      TERMINATION AND EXPENSES 	43
      
	9.1.
      Termination 	43
      
	9.2.
      Effect of Termination 	44
      
	9.3.
      Fees and Expenses 	45
      
	9.4.
      Termination Fee 	45
      
	 	  
	X.
      WAIVERS AND RELEASES 	45
      
	10.1.
      Release and Covenant Not to Sue 	45
      
	 	  
	XI.
      MISCELLANEOUS 	46
      
	11.1.
      Notices 	46
      
	11.2.
      Binding Effect; Assignment 	47
      
	11.3.
      Third Parties 	47
      
	11.4.
      Arbitration 	47
      
	11.5.
      Governing Law; Jurisdiction 	48
      
	11.6.
      WAIVER OF JURY TRIAL 	48
      
	11.7.
      Specific Performance 	48
      
	11.8.
      Severability 	49
      
	11.9.
      Amendment 	49
      
	11.10.
      Waiver 	49
      
	11.11.
      Entire Agreement 	49
      
	11.12.
      Interpretation 	49
      
	11.13.
      Counterparts 	50
      
	 	  
	XII.
      DEFINITIONS 	50
      
	12.1.
      Certain Definitions 	50
      
	12.2.
      Section References 	57
      


INDEX OF ANNEXES AND EXHIBITS

	Annex 	Description 
	Annex
      I 	List
      of Sellers 
	  	  
	  	  
	Exhibit 	Description 
	Exhibit A 	Form of
      Non-Competition Agreement 
	Exhibit B 	Form of Lock-Up Agreement
  


iii 




SHARE EXCHANGE AGREEMENT

            This
Share Exchange Agreement (this “Agreement”) is made and entered
into as of December 22, 2016 by and among (i) American Lorain
Corporation, a corporation incorporated in the State of Nevada (the
“Purchaser”), (ii) Shengrong Environmental Protection Holding
Company Limited, a business company incorporated in the British Virgin
Islands with limited liability (the “Company”) and (iii) each of
the shareholders of the Company named on Annex I hereto (collectively,
the “Sellers”). The Purchaser, the Company and the Sellers are
sometimes referred to herein individually as a “Party” and,
collectively, as the “Parties”. Capitalized terms, unless
otherwise defined, shall have the meanings ascribed to such terms in Article
XII hereof.

RECITALS: 

            WHEREAS,
the Sellers collectively own 100% of the issued and outstanding shares and other
equity interests in or of the Company; 

            WHEREAS, the Company is a holding
  company for Hong Kong Shengrong Environmental Technology Limited, a Hong Kong
  registered company (“HK Holdings”), which in turn owns 100% of the
  issued and outstanding equity interests in Shengrong Environmental Protection
  Technology (Wuhan) Co., Ltd., a Wholly Foreign-Owned Enterprise registered in
  Hubei, China (“WFOE”), which in turn owns 100% of the issued and
  outstanding equity interests in Hubei Shengrong Environmental Protection
  Energy-Saving Science and Technology Co. Ltd., a registered company in Hubei,
  China (“Hubei Shengrong”); 

            WHEREAS,
the Company, indirectly through Hubei Shengrong, provides industrial waste
management services in China; and 

            WHEREAS, the Sellers desire to sell to
  the Purchaser, and the Purchaser desires to purchase from the Sellers, all of
  the issued and outstanding shares and any other equity interests in or of the
  Company in exchange for newly issued Purchaser Shares, subject to the terms and
  conditions set forth herein. 

            NOW,
THEREFORE, in consideration of the premises set forth above, which are
incorporated in this Agreement as if fully set forth below, and the
representations, warranties, covenants and agreements contained in this
Agreement, and intending to be legally bound hereby, the Parties agree as
follows: 

ARTICLE I 
THE SHARE EXCHANGE



            1.1       
Purchase and Sale of Shares. At the Closing and subject to and upon the
terms and conditions of this Agreement, the Sellers shall sell, transfer,
convey, assign and deliver to the Purchaser, and the Purchaser shall purchase,
acquire and accept from the Sellers, all of the issued and outstanding shares
(being 11,400 shares of US$ 1.00 par value each) of the Company (collectively,
the “Purchased Shares”), free and clear of all Liens (other than
potential restrictions on resale under applicable securities Laws). 

            1.2       
Consideration. At the Closing and subject to and upon the terms and
conditions of this Agreement, in full payment for the Purchased Shares, the
Purchaser shall issue and deliver to the Sellers an aggregate of One Hundred
Fourteen Million (114,000,000) Purchaser Shares (the “Exchange
Shares”). Each Seller shall receive its pro rata share of the Exchange
Shares based on the percentage of Purchased Shares owned by such Seller as compared to the total
number of Purchased Shares owned by all Sellers (such Seller’s “Pro Rata
Share”).

1 




            1.3       
Company Shareholder Consent. Each Seller, as a shareholder of the
Company, hereby approves, authorizes and consents to the Company’s execution and
delivery of this Agreement and the Ancillary Documents to which it is or is
required to be a party or otherwise bound, the performance by the Company of its
obligations hereunder and thereunder and the consummation by the Company of the
transactions contemplated hereby and thereby. Each Seller acknowledges and
agrees that the consents set forth herein are intended and shall constitute such
consent of the Sellers as may be required (and shall, if applicable, operate as
a written shareholder resolution of the Company) pursuant to the Company
Charter, any other agreement in respect of the Company to which any Seller is a
party and all applicable Laws. 

ARTICLE II 
CLOSING 


            2.1       
Closing. Subject to the satisfaction or waiver of the conditions set
forth in Article VIII, the consummation of the transactions contemplated
by this Agreement (the “Closing”) shall take place at the offices
of Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York,
NY 10105, on the third (3rd) Business Day after all the closing
conditions to this Agreement have been satisfied or waived at 10:00 a.m. local
time, or at such other date, time or place as the Purchaser and the Company may
agree (the date and time at which the Closing is actually held being the
“Closing Date”). 

ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER 


            Except
as set forth in the disclosure schedules delivered by the Purchaser to the
Company on the date hereof (the “Purchaser Disclosure Schedules”),
the Section numbers of which are numbered to correspond to the Section numbers
of this Agreement to which they refer, or in the SEC Reports, the Purchaser
represents and warrants to the Company, as follows: 

            3.1       
Due Organization and Good Standing. The Purchaser is a corporation duly
incorporated, validly existing and in good standing under the Laws of the State
of Nevada. The Purchaser has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted. The Purchaser is duly qualified or licensed and in good standing to
conduct business in each jurisdiction in which the character of the property
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification or licensing necessary, except for any deviations from
any of the foregoing that would not reasonably be expected to have a Material
Adverse Effect on the Purchaser. The Purchaser has heretofore made available to
the Company accurate and complete copies of the Organizational Documents of the
Purchaser, as currently in effect.

            3.2       
Authorization; Binding Agreement. The Purchaser has all requisite
corporate power and authority to execute and deliver this Agreement and each
Ancillary Document to which it is a party, to perform the Purchaser’s
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and each Ancillary Document to which it is a party and the consummation of the
transactions contemplated hereby and thereby (a) have been duly and validly
authorized by the board of directors of the Purchaser, and (b) no other
corporate proceedings, other than as set forth elsewhere in the Agreement, on
the part of the Purchaser are necessary to authorize the execution and delivery
of this Agreement and each Ancillary Document to which it is a party or to
consummate the transactions contemplated hereby and thereby. This Agreement has
been, and each Ancillary Document to which the Purchaser is a party shall be
when delivered, duly and validly executed and delivered by the Purchaser and,
assuming the due authorization, execution and delivery of this Agreement and such Ancillary
Documents by the other parties hereto and thereto, constitutes, or when
delivered shall constitute, the valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except to the
extent that enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general
application affecting the enforcement of creditors’ rights generally or by any
applicable statute of limitation or by any valid defense of set-off or
counterclaim, and the fact that equitable remedies or relief (including the
remedy of specific performance) are subject to the discretion of the court from
which such relief may be sought (collectively, the “Enforceability
Exceptions”). 

2 




            3.3       
Governmental Approvals. No Consent of or with any Governmental Authority,
on the part of the Purchaser is required to be obtained or made in connection
with the execution, delivery or performance by the Purchaser of this Agreement
and each Ancillary Document to which it is a party or the consummation by the
Purchaser of the transactions contemplated hereby and thereby, other than (a)
such filings as may be required in any jurisdiction where the Purchaser is
qualified or authorized to conduct business as a foreign corporation in order to
maintain such qualification or authorization, (b) such filings as contemplated
by this Agreement, (c) any filings required with NYSE with respect to the
transactions contemplated by this Agreement, (d) applicable requirements, if
any, of the Securities Act, the Exchange Act, and/ or any state “blue sky”
securities Laws, and the rules and regulations thereunder, and (e) where the
failure to obtain or make such Consents or to make such filings or
notifications, would not reasonably be expected to have a Material Adverse
Effect on the Purchaser. 

            3.4       
Non-Contravention. The execution and delivery by the Purchaser of this
Agreement and each Ancillary Document to which it is a party, the consummation
by the Purchaser of the transactions contemplated hereby and thereby, and
compliance by the Purchaser with any of the provisions hereof and thereof, will
not (a) conflict with or violate any provision of the Purchaser’s Organizational
Documents, (b) subject to obtaining the Consents from Governmental Authorities
referred to in Section 3.3 hereof, and any condition precedent to such
Consent or waiver having been satisfied, conflict with or violate any Law, Order
or Consent applicable to the Purchaser or any of its properties or assets, or
(c) (i) violate, conflict with or result in a breach of, (ii) constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal,
suspension, cancellation or modification of, (iv) accelerate the performance
required by the Purchaser under, (v) result in a right of termination or
acceleration under, (vi) give rise to any obligation to make payments or provide
compensation under, (vii) result in the creation of any Lien upon any of the
properties or assets of the Purchaser under, (viii) give rise to any obligation
to obtain any third party consent or provide any notice to any Person or (ix)
give any Person the right to declare a default, exercise any remedy, claim a
rebate, chargeback, penalty or change in delivery schedule, accelerate the
maturity or performance, cancel, terminate or modify any right, benefit,
obligation or other term under, any of the terms, conditions or provisions of,
any Purchaser Material Contract, except for any deviations from any of the
foregoing clauses (b) or (c) that would not reasonably be expected to have a
Material Adverse Effect on the Purchaser. 

            3.5       
Capitalization. 

                          (a)       
The Purchaser is authorized to issue (i) 200,000,000 Purchaser Shares and (ii)
5,000,000 preferred shares, par value $0.001 per share. The issued and
outstanding Purchaser Shares as of the date of this Agreement are set forth on
Schedule 3.5(a). All outstanding Purchaser Shares are duly authorized,
validly issued, fully paid and non-assessable and not subject to or issued in
violation of any purchase option, right of first refusal, preemptive right,
subscription right or any similar right under any provision of the NRS, the
Purchaser Charter or any Contract to which the Purchaser is a party. None of the
outstanding Purchaser Shares has been issued in violation of any applicable
securities Laws. 

3 




                          (b)       
Prior to giving effect to the transactions contemplated by this Agreement,
except as set forth in the SEC Reports, the Purchaser does not have any
Subsidiaries or own any equity interests in any other Person. 

                          (c)       
Except as set forth in the SEC Reports, there are no (i) outstanding options,
warrants, puts, calls, convertible securities, preemptive or similar rights,
(ii) bonds, debentures, notes or other Indebtedness having general voting rights
or that are convertible or exchangeable into securities having such rights or
(iii) subscriptions or other rights, agreements, arrangements, Contracts or
commitments of any character (A) relating to the issued or unissued shares of
the Purchaser, or (B) obligating the Purchaser to issue, transfer, deliver or
sell or cause to be issued, transferred, delivered, sold or repurchased any
options or shares or securities convertible into or exchangeable for such
shares, or (C) obligating the Purchaser to grant, extend or enter into any such
option, warrant, call, subscription or other right, agreement, arrangement or
commitment for such capital shares. Other than as expressly set forth in this
Agreement, there are no outstanding obligations of the Purchaser to repurchase,
redeem or otherwise acquire any shares of the Purchaser or to provide funds to
make any investment (in the form of a loan, capital contribution or otherwise)
in any Person. Except as set forth in the SEC Reports, there are no shareholders
agreements, voting trusts or other agreements or understandings to which the
Purchaser is a party with respect to the voting of any shares of the Purchaser.


                          (d)       
All Indebtedness of the Purchaser is disclosed in the SEC Reports. No
Indebtedness of the Purchaser contains any restriction upon: (i) the prepayment
of any of such Indebtedness, (ii) the incurrence of Indebtedness by the
Purchaser or (iii) the ability of the Purchaser to grant any Lien on its
properties or assets.

                          (e)       
Since January 1, 2014, and except as contemplated by this Agreement or disclosed
in the SEC Reports, the Purchaser has not declared or paid any distribution or
dividend in respect of its shares and has not repurchased, redeemed or otherwise
acquired any of its shares, and the Purchaser’s board of directors has not
authorized any of the foregoing.

            3.6       
SEC Filings and Purchaser Financials. 

                          (a)       
The Purchaser, since January 1, 2014, has filed all forms, reports, schedules,
statements, registrations statements, prospectuses and other documents required
to be filed or furnished by the Purchaser with the SEC under the Securities Act
and/or the Exchange Act, together with any amendments, restatements or
supplements thereto. Except to the extent available on the SEC’s web site
through EDGAR, the Purchaser has delivered to the Company copies in the form
filed with the SEC of all of the following: (i) the Purchaser’s Annual Reports
on Form 10-K for each fiscal year of the Purchaser beginning with the year ended
December 31, 2013, (ii) the Purchaser’s Quarterly Reports on Form 10-Q for each
fiscal quarter that the Purchaser filed such reports to disclose its quarterly
financial results in each of the fiscal years of the Purchaser referred to in
clause (i) above, (iii) all other forms, reports, registration statements,
prospectuses and other documents (other than preliminary materials) filed by the
Purchaser with the SEC since the beginning of the first fiscal year referred to
in clause (i) above (the forms, reports, registration statements, prospectuses
and other documents referred to in clauses (i), (ii) and (iii) above, whether or
not available through EDGAR, are, collectively, the “SEC Reports”)
and (iv) all certifications and statements required by (A) Rules 13a-14 or
15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with
respect to any report referred to in clause (i) above (collectively, the
“Public Certifications”). The SEC Reports (y) were prepared in all
material respects in accordance with the requirements of the Securities Act and
the Exchange Act, as the case may be, and the rules and regulations thereunder
and (z) did not, as of their respective effective dates (in the case of SEC
Reports that are registration statements filed pursuant to the requirements of
the Securities Act) and at the time they were filed with the SEC (in the case of
all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. The Public
Certifications are each true as of their respective dates of filing. As used in
this Section 3.6, the term “file” shall be broadly construed to include
any manner permitted by SEC rules and regulations in which a document or
information is furnished, supplied or otherwise made available to the SEC. As of
the date of this Agreement, (A) the Purchaser Shares are listed on NYSE, (B) the
Purchaser has not received any written deficiency notice from NYSE relating to
the continued listing requirements of the Purchaser Shares, (C) there are no
Actions pending or, to the Knowledge of the Purchaser, threatened against the
Purchaser with respect to any intention by such entity to suspend, prohibit or
terminate the quoting of the Purchaser Shares on NYSE and (D) the Purchaser
Shares are in compliance with all of the applicable listing and corporate
governance rules of NYSE. 

4 




                          (b)       
The financial statements and notes contained or incorporated by reference in the
SEC Reports (the “Purchaser Financials”), fairly present in all
material respects the financial position and the results of operations, changes
in shareholders’ equity, and cash flows of the Purchaser at the respective dates
of and for the periods referred to in such financial statements, all in
accordance with (i) GAAP methodologies applied on a consistent basis throughout
the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable
(except as may be indicated in the notes thereto and for the omission of notes
and audit adjustments in the case of unaudited quarterly financial statements to
the extent permitted by Regulation S-X or Regulation S-K, as applicable). 

                          (c)       
Except as and to the extent reflected or reserved against in the Purchaser
Financials, the Purchaser has not incurred any Liabilities or obligations of the
type required to be reflected on a balance sheet in accordance with GAAP that is
not adequately reflected or reserved on or provided for in the Purchaser
Financials, other than Liabilities of the type required to be reflected on a
balance sheet in accordance with GAAP that have been incurred since January 1,
2014 in the ordinary course of business. 

            3.7       
Absence of Certain Changes. As of the date of this Agreement, the
Purchaser has, since March 31, 2016, not been subject to a Material Adverse
Effect.

            3.8       
Compliance with Laws. The Purchaser is, and has since January 1, 2014
been, in compliance with all Laws applicable to it and the conduct of its
business except for such noncompliance which would not reasonably be expected to
have a Material Adverse Effect on the Purchaser, and the Purchaser has not
received written notice alleging any violation of applicable Law in any material
respect by the Purchaser. 

            3.9       
Actions; Orders; Permits. There is no pending or, to the Knowledge of the
Purchaser, threatened Action to which the Purchaser is subject which would
reasonably be expected to have a Material Adverse Effect on the Purchaser. There
is no material Action that the Purchaser has pending against any other Person.
The Purchaser is not subject to any material Orders of any Governmental
Authority, nor are any such Orders pending. The Purchaser holds all Permits
necessary to lawfully conduct its business as presently conducted, and to own,
lease and operate its assets and properties, all of which are in full force and
effect, except where the failure to hold such Permit or for such Permit to be in
full force and effect would not reasonably be expected to have a Material
Adverse Effect on the Purchaser. 

           
3.10      Taxes and Returns. 

                          (a)       
The Purchaser has or will have timely filed, or caused to be timely filed, all
Tax Returns by it, which Tax Returns are true, accurate, correct and complete,
and has paid, collected or withheld, or caused to be paid, collected or
withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the
Purchaser Financials have been established in accordance with GAAP. Schedule
3.10(a) sets forth each jurisdiction where the Purchaser files or is
required to file a Tax Return. There are no audits, examinations, investigations
or other proceedings pending against the Purchaser in respect of any Tax, and
the Purchaser has not been notified in writing of any proposed Tax claims or
assessments against the Purchaser (other than, in each case, claims or
assessments for which adequate reserves in the Purchaser Financials have been
established in accordance with GAAP or are immaterial in amount). There are no
Liens with respect to any Taxes upon any of the Purchaser’s assets, other than
Permitted Liens. The Purchaser has no outstanding waivers or extensions of any
applicable statute of limitations to assess any material amount of Taxes. There
are no outstanding requests by the Purchaser for any extension of time within
which to file any Tax Return or within which to pay any Taxes shown to be due on
any Tax Return. 

5 




                          (b)       
Since January 1, 2014, the Purchaser has not (i) changed any Tax accounting
methods, policies or procedures except as required by a change in Law, (ii)
made, revoked, or amended any material Tax election, (iii) filed any amended Tax
Returns or claim for refund or (iv) entered into any closing agreement affecting
or otherwise settled or compromised any material Tax Liability or refund. 

           3.11    
 [Intentionally Omitted].

            3.12    
 Properties. The Purchaser does not own, license or otherwise have
any right, title or interest in any material Intellectual Property. The
Purchaser does not own or lease any material real property or Personal Property.


           
3.13      Material Contracts. 

                          (a)       
Except as set forth in the SEC Reports, other than this Agreement or the
Ancillary Documents, there are no Contracts to which the Purchaser is a party or
by which any of its properties or assets may be bound, subject or affected,
which (i) creates or imposes a Liability greater than $100,000, (ii) may not be
cancelled by the Purchaser on less than sixty (60) days’ prior notice without
payment of a material penalty or termination fee or (iii) prohibits, prevents,
restricts or impairs in any material respect any business practice of the
Purchaser as its business as is currently conducted, any acquisition of material
property by the Purchaser, or restricts in any material respect the ability of
the Purchaser from engaging in business as currently conducted by it or from
competing with any other Person (each, a “Purchaser Material
Contract”). All Purchaser Material Contracts have been made available to
the Company other than those that are exhibits to the SEC Reports. 

                          (b)       
With respect to each Purchaser Material Contract: (i) the Purchaser Material
Contract was entered into at arms’ length and in the ordinary course of
business; (ii) the Purchaser Material Contract is legal, valid, binding and
enforceable in all material respects against the Purchaser and, to the Knowledge
of the Purchaser, the other parties thereto, and is in full force and effect
(except as such enforcement may be limited by the Enforceability Exceptions);
(iii) the Purchaser is not in breach or default in any material respect, and no
event has occurred that with the passage of time or giving of notice or both
would constitute such a breach or default in any material respect by the
Purchaser, or permit termination or acceleration by the other party, under such
Purchaser Material Contract; and (iv) to the Knowledge of the Purchaser, no
other party to any Purchaser Material Contract is in breach or default in any
material respect, and no event has occurred that with the passage of time or
giving of notice or both would constitute such a breach or default by such other
party, or permit termination or acceleration by the Purchaser under any
Purchaser Material Contract. 

            3.14     
Transactions with Affiliates. The SEC Reports set forth the Contracts and
arrangements that are in existence as of the date of this Agreement under which
there are any existing or future Liabilities or obligations between the Purchaser and any (a)
present or former director, officer or employee or Affiliate of the Purchaser,
or any family member of any of the foregoing, or (ii) record or beneficial owner
of more than five percent (5%) of the outstanding Purchaser Shares as of the
date hereof. 

6 




            3.15    
 Investment Company Act. The Purchaser is not an “investment
company” or a Person directly or indirectly “controlled” by or acting on behalf
of an “investment company”, in each case within the meaning of the Investment
Company Act of 1940, as amended. 

            3.16    
 Finders and Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder’s or other fee or commission from the
Purchaser, the Target Companies or any of their respective Affiliates in
connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of the Purchaser. 

            3.17     
Ownership of Exchange Shares. All Exchange Shares issued and delivered in
accordance with Article I to the Sellers shall be, upon issuance and
delivery of such Exchange Shares, fully paid and non-assessable, free and clear
of all Liens, other than restrictions arising from applicable securities Laws,
the Lock-Up Agreement, and any Liens incurred by Sellers, and the issuance and
sale of such Exchange Shares pursuant hereto will not be subject to or give rise
to any preemptive rights or rights of first refusal. 

           
3.18      Certain Business Practices. 

                          (a)       
Neither the Purchaser, nor any of its Representatives acting on its behalf, has
(i) used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees, to foreign or domestic
political parties or campaigns or violated any provision of the Foreign Corrupt
Practices Act of 1977, (iii) made any other unlawful payment or (iv) since
January 1, 2014, directly or indirectly, given or agreed to give any gift or
similar benefit in any material amount to any customer, supplier, governmental
employee or other Person who is or may be in a position to help or hinder the
Purchaser or assist it in connection with any actual or proposed transaction.


                          (b)       
The operations of the Purchaser are and have been conducted at all times in
compliance with laundering statutes in all applicable jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any Governmental Authority, and
no Action involving the Purchaser with respect to the any of the foregoing is
pending or, to the Knowledge of the Purchaser, threatened. 

                          (c)       
None of the Purchaser or any of its directors or officers, or, to the Knowledge
of the Purchaser, any other Representative acting on behalf of the Purchaser, is
currently identified on the specially designated nationals or other blocked
person list or otherwise currently subject to any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Treasury Department
(“OFAC”), and the Purchaser has not, directly or indirectly, used
any funds, or loaned, contributed or otherwise made available such funds to any
Subsidiary, joint venture partner or other Person, in connection with any sales
or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any Person
currently subject to, or otherwise in violation of, any U.S. sanctions
administered by OFAC in the last five (5) fiscal years. 

            3.19     
Insurance. Schedule 3.19 lists all insurance policies (by policy
number, insurer, coverage period, coverage amount, annual premium and type of
policy) held by the Purchaser relating to the Purchaser or its business,
properties, assets, directors, officers and employees. All premiums due and
payable under all such insurance policies have been timely paid and the
Purchaser is otherwise in material compliance with the terms of such insurance
policies. All such insurance policies are in full force and effect, and to the Knowledge of the Purchaser, there is no
threatened termination of, or material premium increase with respect to, any of
such insurance policies. There have been no insurance claims made by the
Purchaser. The Purchaser has reported to its insurers all claims and pending
circumstances that would reasonably be expected to result in a claim, except
where such failure to report such a claim would not be reasonably likely to have
a Material Adverse Effect on the Purchaser. 

7 




            3.20     
Independent Investigation. The Purchaser has conducted its own
independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the
Target Companies, and acknowledge that it has been provided adequate access to
the personnel, properties, assets, premises, books and records, and other
documents and data of the Target Companies for such purpose. The Purchaser
acknowledges and agrees that: (a) in making its decision to enter into this
Agreement and to consummate the transactions contemplated hereby, it has relied
solely upon its own investigation and the express representations and warranties
of the Company and the Sellers set forth in Article IV and Article
V (including the related portions of the Company Disclosure Schedules and
any Supplemental Disclosure Schedules provided by the Company or the Sellers);
and (b) none of the Company, the Sellers or their respective Representatives
have made any representation or warranty as to the Target Companies, the Sellers
or this Agreement, except as expressly set forth in Article IV and
Article V (including the related portions of the Company Disclosure
Schedules and Supplemental Disclosure Schedules provided by the Company or the
Sellers). 

ARTICLE IV 
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY 


            Except
as set forth in the disclosure schedules delivered by the Company to the
Purchaser on the date hereof (the “Company Disclosure Schedules”),
the Section numbers of which are numbered to correspond to the Section numbers
of this Agreement to which they refer, the Company hereby represents and
warrants to the Purchaser as follows: 

           
4.1        Due Organization and Good
Standing. The Company is a business company duly organized, validly existing
and in good standing under the Laws of the British Virgin Islands and has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Each Subsidiary of the Company is
a corporation or other entity duly formed, validly existing and in good standing
under the Laws of its jurisdiction of organization and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Each Target Company is duly
qualified or licensed and in good standing in the jurisdiction in which it is
incorporated or registered and in each other jurisdiction where it does business
or operates to the extent that the character of the property owned, or leased or
operated by it or the nature of the business conducted by it makes such
qualification or licensing necessary. Schedule 4.1 lists all
jurisdictions in which any Target Company is qualified to conduct business and
all names other than its legal name under which any Target Company does
business. The Company has provided to the Purchaser accurate and complete copies
of its Organizational Documents and the Organizational Documents of each of its
Subsidiaries, each as amended to date and as currently in effect. No Target
Company is in violation of any provision of its Organizational Documents. 

            4.2       
Authorization; Binding Agreement. The Company has all requisite corporate
power and authority to execute and deliver this Agreement and each Ancillary
Document to which it is or is required to be a party, to perform the Company’s
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and each Ancillary Document to which the Company is or is required to be a party
and the consummation of the transactions contemplated hereby and thereby, (a)
have been duly and validly authorized by the Company’s board of directors and
the Company’s shareholders to the extent required by the Company’s Organizational Documents, the BVI Act, any other applicable Law
or any Contract to which the Company or any of its shareholders is a party or by
which it or its securities are bound and (b) no other proceedings on the part of
the Company are necessary to authorize the execution and delivery of this
Agreement and each Ancillary Document to which it is a party or to consummate
the transactions contemplated hereby and thereby. This Agreement has been, and
each Ancillary Document to which the Company is or is required to be a party
shall be when delivered, duly and validly executed and delivered by the Company
and assuming the due authorization, execution and delivery of this Agreement and
any such Ancillary Document by the other parties hereto and thereto,
constitutes, or when delivered shall constitute, the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to the Enforceability Exceptions. 

8 




            4.3       
Capitalization. 

                          (a)       
The Company is authorized to issue 50,000 Company Ordinary Shares, 6,121.5184 of
which shares are issued and outstanding. Prior to giving effect to the
transactions contemplated by this Agreement, the Sellers are the legal
(registered) and beneficial owners of all of the issued and outstanding shares
and other equity interests in or of the Company, with each Seller owning the
shares and any other equity interests in the Company set forth on Schedule
4.3(a), all of which shares and other equity interests are owned free and
clear of any Liens. The Purchased Shares to be delivered by the Sellers to the
Purchaser at the Closing constitute all of the issued and outstanding shares and
other equity interests in or of the Company. All of the outstanding shares and
other equity interests in or of the Company have been duly authorized, are fully
paid and non-assessable and not in violation of any purchase option, right of
first refusal, preemptive right, subscription right or any similar right under
any provision of the NRS, any other applicable Law, the Company Charter or any
Contract to which the Company is a party or by which it or its securities are
bound. The Company holds no shares or other equity interests in or of the
Company in its treasury. None of the outstanding shares or other equity
interests in or of the Company were issued in violation of any applicable
securities Laws. 

                          (b)       
There are no options, warrants or other rights to subscribe for or purchase any
shares or other equity interests in or of the Company or securities convertible
into or exchangeable for, or that otherwise confer on the holder any right to
acquire any shares or other equity interests in or of the Company, or preemptive
rights or rights of first refusal or first offer, nor are there any Contracts,
commitments, arrangements or restrictions to which the Company or any of its
shareholders is a party or bound relating to any equity securities of the
Company, whether or not outstanding. There are no outstanding or authorized
equity appreciation, phantom equity or similar rights with respect to the
Company. There are no voting trusts, proxies, shareholder agreements or any
other agreements or understandings with respect to the voting of the Company’s
shares or other equity interests. There are no outstanding contractual
obligations of the Company to repurchase, redeem or otherwise acquire any shares
or other equity interests or securities in or of the Company, nor has the
Company granted any registration rights to any Person with respect to the
Company’s equity securities. All of the Company’s securities have been granted,
offered, sold and issued in compliance with all applicable securities Laws. As a
result of the consummation of the transactions contemplated by this Agreement,
no shares or other equity interests in or of the Company are issuable and no
rights in connection with any interests, warrants, rights, options or other
securities of the Company accelerate or otherwise become triggered (whether as
to vesting, exercisability, convertibility or otherwise).

                          (c)       
Since January 1, 2011, the Company has not declared or paid any distribution or
dividend in respect of its shares or other equity interests and has not
repurchased, redeemed or otherwise acquired any shares or other equity interests
in or of the Company, and the board of directors of the Company has not
authorized any of the foregoing. 

9 




            4.4       
Subsidiaries. 

                          (a)       
Schedule 4.4(a) sets forth the name of each Subsidiary of the Company,
and with respect to each Subsidiary (a) its jurisdiction of organization, (b)
its authorized shares or other equity interests (if applicable), (c) the number
of issued and outstanding shares or other equity interests and the record
holders and beneficial owners thereof and (d) its Tax election to be treated as
a corporate or a disregarded entity under the Code and any state or applicable
non-U.S. Tax laws, if any. All of the outstanding equity securities of each
Subsidiary of the Company are duly authorized and validly issued, fully paid and
non-assessable (if applicable), and were offered, sold and delivered in
compliance with all applicable securities Laws, and owned by the Company or one
of its Subsidiaries free and clear of all Liens (other than those, if any,
imposed by such Subsidiary’s Organizational Documents). There are no Contracts
to which the Company or any of its Affiliates is a party or bound with respect
to the voting (including voting trusts or proxies) of the shares or other equity
interests of any Subsidiary of the Company other than the Organizational
Documents of any such Subsidiary. There are no outstanding or authorized
options, warrants, rights, agreements, subscriptions, convertible securities or
commitments to which any Subsidiary of the Company is a party or which are
binding upon any Subsidiary of the Company providing for the issuance or
redemption of any shares or other equity interests in or of any Subsidiary of
the Company. There are no outstanding equity appreciation, phantom equity,
profit participation or similar rights granted by any Subsidiary of the Company.
No Subsidiary of the Company has any limitation on its ability to make any
distributions or dividends to its equity holders, whether by Contract, Order or
applicable Law. Except for the equity interests of the Subsidiaries listed on
Schedule 4.4(a), the Company does not own or have any rights to
acquire, directly or indirectly, any shares or other equity interests of any
Person. None of the Company or its Subsidiaries is a participant in any joint
venture, partnership or similar arrangement. There are no outstanding material
contractual obligations of the Company or its Subsidiaries to provide funds to,
or make any investment (in the form of a loan, capital contribution or
otherwise) in, any other Person (other than loans to customers in the ordinary
course of business).

                          (b)       
HK Holdings is the legal and beneficial owner of one hundred percent (100%) of
the issued and outstanding equity interests of the WFOE. WFOE is the legal and
beneficial owner of one hundred percent (100%) of the issued and outstanding
equity interests of Hubei Shengrong. There are no outstanding options, warrants,
rights (including conversion rights, preemptive rights, rights of first refusal
or similar rights) or agreements to purchase or acquire any equity interest, or
any securities convertible into or exchangeable for an equity interest, of (i)
the WFOE or (ii) Hubei Shengrong. Hubei Shengrong operates its business and
provides industrial waste management services to customers in Hubei, China.

            4.5       
Governmental Approvals. No Consent of or with any Governmental Authority
on the part of any Target Company is required to be obtained or made in
connection with the execution, delivery or performance by the Company of this
Agreement or any Ancillary Documents to which it is a party or the consummation
by the Company of the transactions contemplated hereby or thereby other than
such filings as contemplated by this Agreement. 

            4.6       
Non-Contravention. The execution and delivery by the Company (or any
other Target Company, as applicable) of this Agreement and each Ancillary
Document to which any Target Company is a party or otherwise bound, and the
consummation by any Target Company of the transactions contemplated hereby and
thereby and compliance by any Target Company with any of the provisions hereof
and thereof, will not (a) conflict with or violate any provision of any Target
Company’s Organizational Documents, (b) subject to obtaining the Consents from
Governmental Authorities referred to in Section 4.5 hereof, and any
condition precedent to such Consent or waiver having been satisfied, conflict
with or violate any Law, Order or Consent applicable to any Target Company or
any of their properties or assets, or (c) (i) violate, conflict with or result
in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal,
suspension, cancellation or modification of, (iv) accelerate the performance
required by any Target Company under, (v) result in a right of termination or
acceleration under, (vi) give rise to any obligation to make payments or provide
compensation under, (vii) result in the creation of any Lien upon any of the
properties or assets of any Target Company under, (viii) give rise to any
obligation to obtain any third party consent or provide any notice to any Person
or (ix) give any Person the right to declare a default, exercise any remedy,
claim a rebate, chargeback, penalty or change in delivery schedule, accelerate
the maturity or performance, cancel, terminate or modify any right, benefit,
obligation or other term under, any of the terms, conditions or provisions of,
any Company Material Contract, except for any deviations from any of the
foregoing clauses (b) or (c) that would not reasonably be expected to have a
Material Adverse Effect on the Company. 

10 




            4.7       
Financial Statements. 

                          (a)       
As used herein, the term “Company Financials”
means the (i) audited consolidated financial statements of the Target Companies
(including, in each case, any related notes thereto), consisting of the
consolidated balance sheets of the Target Companies as of December 31, 2015 and
December 31, 2014, and the related consolidated audited income statements,
changes in shareholder equity and statements of cash flows for the years then
ended and (ii) the unaudited financial statements, consisting of the
consolidated balance sheet of the Target Companies as of March 31, 2016 (the
“Interim Balance Sheet Date”) and the related consolidated income
statement, changes in shareholder equity and statement of cash flows for the
three (3) months then ended. The Company Financials (i) accurately reflect the
books and records of the Target Companies as of the times and for the periods
referred to therein, (ii) were prepared in accordance with GAAP, consistently
applied throughout and among the periods involved (except that the unaudited
statements exclude the footnote disclosures and other presentation items
required for GAAP and exclude year-end adjustments which will not be material in
amount), and (iii) fairly present in all material respects the financial
position of the Target Companies as of the respective dates thereof and the
results of the operations and cash flows of the Target Companies for the periods
indicated. 

                          (b)       
Each Target Company maintains accurate books and records reflecting its assets
and Liabilities and maintains proper and adequate internal accounting controls
that provide reasonable assurance that (i) such Target Company does not maintain
any off-the-book accounts and that such Target Company’s assets are used only in
accordance with the Target Company’s management directives, (ii) transactions
are executed with management’s authorization, (iii) transactions are recorded as
necessary to permit preparation of the financial statements of such Target
Company and to maintain accountability for such Target Company’s assets, (iv)
access to such Target Company’s assets is permitted only in accordance with
management’s authorization, (v) the reporting of such Target Company’s assets is
compared with existing assets at regular intervals and verified for actual
amounts and (vi) accounts, notes and other receivables are recorded accurately,
and proper and adequate procedures are implemented to effect the collection of
accounts, notes and other receivables on a current and timely basis. No Target
Company has been subject to or involved in any material fraud that involves
management or other employees who have a significant role in the internal
controls over financial reporting of the Company and its Subsidiaries. Since
January 1, 2014, no Target Company or its Representatives has received any
written complaint, allegation, assertion or claim regarding the accounting or
auditing practices, procedures, methodologies or methods of any Target Company
or its internal accounting controls, including any material written complaint,
allegation, assertion or claim that any Target Company has engaged in
questionable accounting or auditing practices. 

                          (c)       
No Target Company has ever been subject to the reporting requirements of
Sections 13(a) and 15(d) of the Exchange Act. 

11 




                          (d)       
All material Indebtedness of the Target Companies is disclosed in the financial
statements and related notes previously delivered to the Purchaser. No
Indebtedness of any Target Company contains any restriction upon (i) the
prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by
any Target Company, or (iii) the ability of the Target Companies to grant any
Lien on their respective properties or assets. 

                          (e)       
No Target Company is subject to any Liabilities or obligations (whether or not
required to be reflected on a balance sheet prepared in accordance with GAAP),
except for those that are either (i) adequately reflected or reserved on or
provided for in the consolidated balance sheet of the Company and its
Subsidiaries as of the Interim Balance Sheet Date contained in the Company
Financials or (ii) not material and that were incurred after the Interim Balance
Sheet Date in the ordinary course of business consistent with past practice
(other than Liabilities for breach of any Contract or violation of any Law).


                          (f)       
All financial projections with respect to the Target Companies that were
delivered by or on behalf of the Company to the Purchaser or its Representatives
were prepared in good faith using assumptions that the Company believes to be
reasonable. 

            4.8       
Absence of Certain Changes. Since January 1, 2016, each Target Company
has (a) conducted its business only in the ordinary course of business
consistent with past practice, (b) not been subject to a Material Adverse Effect
and (c) has not taken any action or committed or agreed to take any action that
would be prohibited by Section 6.2(b) if such action were taken on or
after the date hereof without the consent of the Purchaser. 

            4.9       
Compliance with Laws. Except for such noncompliance which would not
reasonably be expected to have a Material Adverse Effect on the Purchaser, no
Target Company is or has been in material conflict or non-compliance with, or in
material default or violation of, nor has any Target Company received, since
January 1, 2010, any written or, to the Knowledge of the Company, oral notice of
any material conflict or non-compliance with, or material default or violation
of, any applicable Laws by which it or any of its properties, assets, employees,
business or operations are or were bound or affected. 

            4.10    
 Company Permits. Each Target Company (and its employees who are
legally required to be licensed by a Governmental Authority in order to perform
his or her duties with respect to his or her employment with any Target
Company), holds all Permits necessary to lawfully conduct in all material
respects its business as presently conducted and as currently contemplated to be
conducted, and to own, lease and operate its assets and properties
(collectively, the “Company Permits”). The
Company has made available to the Purchaser true, correct and complete copies of
all material Company Permits. All of the Company Permits are in full force and
effect, and no suspension or cancellation of any of the Company Permits is
pending or, to the Company’s Knowledge, threatened. No Target Company is in
violation in any material respect of the terms of any Company Permit. 

            4.11    
 Litigation. There is no (a) Action of any nature pending or, to the
Company’s Knowledge, threatened, nor is there any reasonable basis for any
Action to be made, or (b) Order pending now or rendered by a Governmental
Authority since January 1, 2014, in either case of (a) or (b) by or against any
Target Company, its current or former directors, officers or equity holders
(provided, that any litigation involving the directors, officers or equity
holders of a Target Company must be related to the Target Company’s business,
equity securities or assets), its business, equity securities or assets. Since
January 1, 2011, none of the current or former officers, senior management or
directors of any Target Company have been charged with, indicted for, arrested
for, or convicted of any felony or any crime involving fraud. 

12 




            4.12    
 Material Contracts. 

                          (a)       
Schedule 4.12(a) sets forth a true, correct and complete list of, and the
Company has made available to the Purchaser (including written summaries of oral
Contracts), true, correct and complete copies of, each Contract to which any
Target Company is a party or by which any Target Company, or any of its
properties or assets are bound or affected (each contract required to be set
forth on Schedule 4.12(a), a “Company Material Contract”)
that: 

                                       
(i)        contains covenants that limit the
ability of any Target Company (A) to compete in any line of business or with any
Person or in any geographic area or to sell, or provide any service or product
or solicit any Person, including any non-competition covenants, employee and
customer non-solicit covenants, exclusivity restrictions, rights of first
refusal or most-favored pricing clauses or (B) to purchase or acquire an
interest in any other Person; 

                                       
(ii)        involves any joint venture,
profit-sharing, partnership, limited liability company or other similar
agreement or arrangement relating to the formation, creation, operation,
management or control of any partnership or joint venture; 

                                       
(iii)        involves any exchange traded,
over the counter or other swap, cap, floor, collar, futures contract, forward
contract, option or other derivative financial instrument or Contract, based on
any commodity, security, instrument, asset, rate or index of any kind or nature
whatsoever, whether tangible or intangible, including currencies, interest
rates, foreign currency and indices; 

                                       
(iv)        evidences Indebtedness (whether
incurred, assumed, guaranteed or secured by any asset) of any Target Company
having an outstanding principal amount in excess of $100,000; 

                                       
(v)        involves the acquisition or
disposition, directly or indirectly (by merger or otherwise), of assets with an
aggregate value in excess of $100,000 (other than in the ordinary course of
business consistent with past practice) or shares or other equity interests in
or of another Person; 

                                       
(vi)      relates to any merger, consolidation or other
business combination with any other Person or the acquisition or disposition of
any other entity or its business or material assets or the sale of any Target
Company, its business or material assets; 

                                       
(vii)     by its terms, individually or with all related
Contracts, calls for aggregate payments or receipts by the Target Companies
under such Contract or Contracts of more than $1,000,000 in the aggregate; 

                                       
(viii)    obligates the Target Companies to provide continuing
indemnification or a guarantee of obligations of a third party after the date
hereof in excess of $100,000; 

                                       
(ix)        is between any Target Company and
any Top Customer or Top Supplier (other than in the ordinary course of
business); 

                                       
(x)        is between any Target Company and
any directors, officers or employees of a Target Company (other than at-will
employment arrangements with employees entered into in the ordinary course of
business consistent with past practice), including all non-competition,
severance and indemnification agreements, or any Related Person; 

13 




                                        (xi)       
obligates the Target Companies to make any capital commitment or expenditure in
excess of $100,000 (including pursuant to any joint venture); 

                                       
(xii)        relates to a material settlement
entered into within three (3) years prior to the date of this Agreement or under
which any Target Company has outstanding obligations (other than customary
confidentiality obligations or in the ordinary course of business); 

                                       
(xiii)        provides another Person (other
than another Target Company or any manager, director or officer of any Target
Company) with a power of attorney; 

                                       
(xiv)        relates to the development,
ownership, licensing or use of any Intellectual Property by, to or from any
Target Company, other than Off-the-Shelf Software Agreements; or 

                                       
(xv)        is otherwise material to any
Target Company and not described in clauses (i) through (xiv) above. 

                          (b)       
With respect to each Company Material Contract: (i) such Company Material
Contract is valid and binding and enforceable in all respects against the Target
Company party thereto (subject to the Enforceability Exceptions) and, to the
Knowledge of the Company, each other party thereto, and is in full force and
effect; (ii) neither the execution of this Agreement nor the consummation of the
transactions contemplated by this Agreement will affect the validity or
enforceability of any Company Material Contract; (iii) no Target Company is in
breach or default in any respect, and no event has occurred that with the
passage of time or giving of notice or both would constitute a breach or default
by any Target Company, or permit termination or acceleration by the other party
thereto, under such Company Material Contract; (iv) to the Knowledge of the
Company, no other party to such Company Material Contract is in breach or
default in any respect, and no event has occurred that with the passage of time
or giving of notice or both would constitute such a breach or default by such
other party, or permit termination or acceleration by any Target Company, under
such Company Material Contract; (v) no Target Company has received written or,
to the Knowledge of the Company, oral notice of an intention by any party to any
such Company Material Contract that provides for a continuing obligation by any
party thereto to terminate such Company Material Contract or amend the terms
thereof, other than modifications in the ordinary course of business that do not
adversely affect any Target Company; and (vi) no Target Company has waived any
rights under any such Company Material Contract. 

           
4.13      Intellectual Property. 

                          (a)       
Schedule 4.13(a)(i) sets forth: (i) all Patents, Trademarks, Internet
Assets and Copyrights owned or licensed by a Target Company or otherwise used or
held for use by a Target Company in which a Target Company is the owner,
applicant or assignee (“Company Registered IP”), specifying as to
each item, as applicable: (A) the nature of the item, including the title, (B)
the owner of the item, (C) the jurisdictions in which the item is issued or
registered or in which an application for issuance or registration has been
filed and (D) the issuance, registration or application numbers and dates; and
(ii) all material unregistered Intellectual Property owned or purported to be
owned by a Target Company. Schedule 4.13(a)(ii) sets forth all licenses,
sublicenses and other agreements or permissions (“Company IP
Licenses”) (other than “shrink wrap,” “click wrap,” and “off the shelf”
software agreements and other agreements for Software commercially available on
reasonable terms to the public generally with license, maintenance, support and
other fees of less than $5,000 per year (collectively, “Off-the-Shelf
Software Agreements”), which are not required to be listed, although
such licenses are “Company IP Licenses” as that term is used herein), under
which a Target Company is a licensee or otherwise is authorized to use or
practice any Intellectual Property, and describes (A) the applicable 

14 




Intellectual Property licensed, sublicensed or used and (B) any
royalties, license fees or other compensation due from a Target Company, if any.
Each Target Company owns, free and clear of all Liens (other than Permitted
Liens), has valid and enforceable rights in, and has the unrestricted right to
use, sell, license, transfer or assign, all Intellectual Property currently
used, licensed or held for use by such Target Company, and previously used or
licensed by such Target Company, except for the Intellectual Property that is
the subject of the Company IP Licenses. For each Patent and Patent application
in the Company Registered IP, the Target Companies have obtained valid
assignments of inventions from each inventor. Except as set forth on Schedule
4.13(a)(iii), all Company Registered IP is owned exclusively by the
applicable Target Company without obligation to pay royalties, licensing fees or
other fees, or otherwise account to any third party with respect to such Company
Registered IP. 

                          (b)       
Each Target Company has a valid and enforceable license to use all Intellectual
Property that is the subject of the Company IP Licenses applicable to such
Target Company. The Company IP Licenses include all of the licenses, sublicenses
and other agreements or permissions necessary to operate the Target Companies as
presently conducted. Each Target Company has performed all obligations imposed
on it in the Company IP Licenses, has made all payments required to date, and
such Target Company is not, nor, to the Knowledge of the Company, is any other
party thereto, in breach or default thereunder, nor has any event occurred that
with notice or lapse of time or both would constitute a default thereunder. The
continued use by the Target Companies of the Intellectual Property that is the
subject of the Company IP Licenses in the same manner that it is currently being
used is not restricted by any applicable license of any Target Company. All
registrations for Copyrights, Patents and Trademarks that are owned by or
exclusively licensed to any Target Company are valid and in force, and all
applications to register any Copyrights, Patents and Trademarks are pending and
in good standing, all without challenge of any kind. No Target Company is party
to any Contract that requires a Target Company to assign to any Person all of
its rights in any Intellectual Property developed by a Target Company under such
Contract. 

                          (c)       
Schedule 4.13(c) sets forth all licenses, sublicenses and other
agreements or permissions under which a Target Company is the licensor (each, an
“Outbound IP License”), and for each such Outbound IP License,
describes (i) the applicable Intellectual Property licensed, (ii) the licensee
under such Outbound IP License, and (iii) any royalties, license fees or other
compensation due to a Target Company, if any. Each Target Company has performed
all obligations imposed on it in the Outbound IP Licenses, and such Target
Company is not, nor, to the Knowledge of the Company, is any other party
thereto, in breach or default thereunder, nor has any event occurred that with
notice or lapse of time or both would constitute a default thereunder. 

                          (d)       
No Action is pending or, to the Company’s Knowledge, threatened that challenges
the validity, enforceability, ownership, or right to use, sell, license or
sublicense any Intellectual Property currently licensed, used or held for use by
the Target Companies in any material respect. No Target Company has received any
written or, to the Knowledge of the Company, oral notice or claim asserting or
suggesting that any infringement, misappropriation, violation, dilution or
unauthorized use of the Intellectual Property of any other Person is or may be
occurring or has or may have occurred, as a consequence of the business
activities of any Target Company, nor to the Knowledge of the Company is there a
reasonable basis therefor. There are no Orders to which any Target Company is a
party or its otherwise bound that (i) restrict the rights of a Target Company to
use, transfer, license or enforce any Intellectual Property owned by a Target
Company, (ii) restrict the conduct of the business of a Target Company in order
to accommodate a third Person’s Intellectual Property, or (iii) grant any third
Person any right with respect to any Intellectual Property owned by a Target
Company. No Target Company is currently infringing, or has, in the past,
infringed, misappropriated or violated any Intellectual Property of any other
Person in any material respect in connection with the ownership, use or license
of any Intellectual Property owned or purported to be owned by a Target Company
or, to the Knowledge of the Company, otherwise in connection with the conduct of the
respective businesses of the Target Companies. To the Company’s Knowledge, no
third party is infringing upon, has misappropriated or is otherwise violating
any Intellectual Property owned, licensed by, licensed to, or otherwise used or
held for use by any Target Company (“Company IP”) in any material
respect. 

15 




                          (e)       
All employees and independent contractors of a Target Company have assigned to
the Target Companies all Intellectual Property arising from the services
performed for a Target Company by such Persons. No current or former officers,
employees or independent contractors of a Target Company have claimed any
ownership interest in any Intellectual Property owned by a Target Company. To
the Knowledge of the Company, there has been no violation of a Target Company’s
policies or practices related to protection of Company IP or any confidentiality
or nondisclosure Contract relating to the Intellectual Property owned by a
Target Company. The Company has provided the Purchaser with true and complete
copies of all written Contracts referenced in subsections under which employees
and independent contractors assigned their Intellectual Property to a Target
Company. 

                          (f)       
To the Knowledge of the Company, no Person has obtained unauthorized access to
third party information and data in the possession of a Target Company, nor has
there been any other compromise of the security, confidentiality or integrity of
such information or data. Each Target Company has complied with all applicable
Laws relating to privacy, personal data protection, and the collection,
processing and use of personal information and its own privacy policies and
guidelines. The operation of the business of the Target Companies has not and
does not materially violate any right to privacy or publicity of any third
person, or constitute unfair competition or trade practices under applicable
Law. 

                          (g)       
The consummation of any of the transactions contemplated by this Agreement will
neither violate nor by their terms result in the material breach, material
modification, cancellation, termination, suspension of, or acceleration of any
payments with respect to, or release of source code because of (i) any Contract
providing for the license or other use of Intellectual Property owned by a
Target Company, or (ii) any Company IP License. Following the Closing, the
Company shall be permitted to exercise, directly or indirectly through its
Subsidiaries, all of the Target Companies’ rights under such Contracts or IP
Licenses described in the previous sentence to the same extent that the Target
Companies would have been able to exercise had the transactions contemplated by
this Agreement not occurred, without the payment of any additional amounts or
consideration other than ongoing fees, royalties or payments which the Target
Companies would otherwise be required to pay in the absence of such
transactions. 

            4.14     
Taxes and Returns. 

                          (a)       
Each Target Company has or will have timely filed, or caused to be timely filed,
all Tax Returns and reports required to be filed by it (taking into account all
available extensions), which Tax Returns are true, accurate, correct and
complete in all material respects, and has paid, collected or withheld, or
caused to be paid, collected or withheld, all Taxes required to be paid,
collected or withheld, other than such Taxes for which adequate reserves in the
Company Financials have been established in accordance with GAAP. Schedule
4.14(a) sets forth each jurisdiction in which each Target Company files or
is required to file a Tax Return. Each Target Company has complied with all
applicable Laws relating to Tax. 

                          (b)       
There is no current pending or, to the Knowledge of the Company, threatened
Action against a Target Company by a Governmental Authority in a jurisdiction
where the Target Company does not file Tax Returns that it is or may be subject
to taxation by that jurisdiction.

16 




                          (c)       
No Target Company is being audited by any Tax authority or has been notified in
writing or, to the Knowledge of the Company, orally by any Tax authority that
any such audit is contemplated or pending. There are no claims, assessments,
audits, examinations, investigations or other Actions pending against a Target
Company in respect of any Tax, and no Target Company has been notified in
writing of any proposed Tax claims or assessments against it (other than, in
each case, claims or assessments for which adequate reserves in the Company
Financials have been established).

                          (d)       
There are no Liens with respect to any Taxes upon any Target Company’s assets,
other than Permitted Liens. 

                          (e)       
Each Target Company has collected or withheld all Taxes currently required to be
collected or withheld by it, and all such Taxes have been paid to the
appropriate Governmental Authorities or set aside in appropriate accounts for
future payment when due. 

                          (f)       
No Target Company has any outstanding waivers or extensions of any applicable
statute of limitations to assess any amount of Taxes. There are no outstanding
requests by a Target Company for any extension of time within which to file any
Tax Return or within which to pay any Taxes shown to be due on any Tax Return.


                          (g)       
No Target Company has made any change in accounting method or received a ruling
from, or signed an agreement with, any taxing authority that would reasonably be
expected to have a material impact on its Taxes following the Closing. 

                          (h)       
No Target Company has any Liability for the Taxes of another Person (other than
another Target Company) (i) under any applicable Tax Law, (ii) as a transferee
or successor, or (iii) by contract, indemnity or otherwise. No Target Company is
a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax
allocation agreement or similar agreement, arrangement or practice with respect
to Taxes (including advance pricing agreement, closing agreement or other
agreement relating to Taxes with any Governmental Authority) that will be
binding on the Company or its Subsidiaries with respect to any period following
the Closing Date. 

                          (i)       
No Target Company has requested, or is the subject of or bound by any private
letter ruling, technical advice memorandum, closing agreement or similar ruling,
memorandum or agreement with any Governmental Authority with respect to any
Taxes, nor is any such request outstanding. 

     4.15     
Real Property. Schedule 4.15 contains a complete and accurate list
of all premises currently leased or subleased or otherwise used or occupied by a
Target Company for the operation of the business of a Target Company (the
“Leased Premises”), and of all current leases, lease guarantees,
agreements and documents related thereto, including all amendments, terminations
and modifications thereof or waivers thereto (collectively, the “Company
Real Property Leases”), as well as the current annual rent
and term under each Company Real Property Lease. The Company has provided to the
Purchaser a true and complete copy of each of the Company Real Property Leases,
and in the case of any oral Company Real Property Lease, a written summary of
the material terms of such Company Real Property Lease. The Company Real
Property Leases are valid, binding and enforceable in accordance with their
terms and are in full force and effect. To the Knowledge of the Company, no
event has occurred which (whether with or without notice, lapse of time or both
or the happening or occurrence of any other event) would constitute a default on
the part of a Target Company or any other party under any of the Company Real
Property Leases, and no Target Company has received notice of any such
condition. No Target Company owns or has ever owned any real property or any
interest in real property (other than the leasehold interests in the Company
Real Property Leases). 

17 




            4.16    
 Personal Property. Each item of Personal Property which is
currently owned, used or leased by a Target Company with a book value or fair
market value of greater than Twenty-Five Thousand Dollars ($25,000) is set forth
on Schedule 4.16, along with, to the extent applicable, a list of lease
agreements and lease guarantees related thereto, including all amendments,
terminations and modifications thereof or waivers thereto (“Company
Personal Property Leases”). All such items of Personal Property are in
good operating condition and repair (reasonable wear and tear excepted), and are
suitable for their intended use in the business of the Target Companies. The
Company has provided to the Purchaser a true and complete copy of each of the
Company Personal Property Leases, and in the case of any oral Company Personal
Property Lease, a written summary of the material terms of such Company Personal
Property Lease. The Company Personal Property Leases are valid, binding and
enforceable in accordance with their terms and are in full force and effect. To
the Knowledge of the Company, no event has occurred which (whether with or
without notice, lapse of time or both or the happening or occurrence of any
other event) would constitute a default on the part of a Target Company or any
other party under any of the Company Personal Property Leases, and no Target
Company has received notice of any such condition.

            4.17    
 Title to and Sufficiency of Assets. Each Target Company has good
and marketable title to, or a valid leasehold interest in or right to use, all
of its assets, free and clear of all Liens other than (a) Permitted Liens, (b)
the rights of lessors under leasehold interests and (c) Liens specifically
identified on the Interim Balance Sheet. The assets (including Intellectual
Property rights and contractual rights) of the Target Companies constitute all
of the assets, rights and properties that are used in the operation of the
businesses of the Target Companies as it is now conducted and presently proposed
to be conducted or that are used or held by the Target Companies for use in the
operation of the businesses of the Target Companies, and taken together, are
adequate and sufficient for the operation of the businesses of the Target
Companies as currently conducted and as presently proposed to be conducted. 

           
4.18      Employee Matters. 

                          (a)       
No Target Company is a party to any collective bargaining agreement or other
Contract with any group of employees, labor organization or other representative
of any of the employees of any Target Company and the Company has no Knowledge
of any activities or proceedings of any labor union or other party to organize
or represent such employees. There has not occurred or, to the Knowledge of the
Company, been threatened any strike, slow-down, picketing, work-stoppage, or
other similar labor activity with respect to any such employees. There are no
unresolved labor controversies (including unresolved grievances and age or other
discrimination claims), if any, that are pending or, to the Knowledge of the
Company, threatened between any Target Company and Persons employed by or
providing services to a Target Company. No current officer or employee of a
Target Company has provided any Target Company written or, to the Knowledge of
the Company, oral notice of his or her plan to terminate his or her employment
with any Target Company. 

                          (b)       
Each Target Company (i) is and has been in compliance in all material respects
with all applicable Laws respecting employment and employment practices, terms
and conditions of employment, health and safety and wages and hours, and other
Laws relating to discrimination, disability, labor relations, hours of work,
payment of wages and overtime wages, pay equity, immigration, workers
compensation, working conditions, employee scheduling, occupational safety and
health, family and medical leave, and employee terminations, and have not
received written notice, or any other form of notice, that there is any pending
Action involving unfair labor practices against a Target Company, (ii) is not
liable for any material arrears of wages or any material penalty for failure to
comply with any of the foregoing, and (iii) is not liable for any material
payment to any Governmental Authority with respect to unemployment compensation
benefits, social security or other benefits or obligations for employees,
independent contractors or consultants (other than routine payments to be made
in the ordinary course of business and consistent with past practice). There are no
Actions pending or, to the Knowledge of the Company, threatened against a Target
Company brought by or on behalf of any applicant for employment, any current or
former employee, any Person alleging to be a current or former employee, or any
Governmental Authority, relating to any such Law or regulation, or alleging
breach of any express or implied contract of employment, wrongful termination of
employment, or alleging any other discriminatory, wrongful or tortious conduct
in connection with the employment relationship. 

18 




                          (c)       
Schedule 4.18(c) sets forth a complete and accurate list of all employees
of the Target Companies showing for each as of that date (i) the employee’s
name, job title or description, employer, location, salary level (including any
bonus, commission, deferred compensation or other remuneration payable (other
than any such arrangements under which payments are at the discretion of the
Target Companies)), (ii) any bonus, commission or other remuneration other than
salary paid during the calendar year ending December 31, 2014, and (iii) any
wages, salary, bonus, commission or other compensation due and owing to each
employee during or for the calendar year ending December 31, 2015. No employee
is a party to a written employment Contract with a Target Company and each is
employed with a “non-fixed term” in accordance with the Chinese Labor Contract
Law, and the Target Companies have paid in full to all such employees all wages,
salaries, commission, bonuses and other compensation due to its employees,
including overtime compensation, and there are no severance payments which are
or could become payable by a Target Company to any such employees under the
terms of any written or, to the Company’s Knowledge, oral agreement, or
commitment or any Law, custom, trade or practice. Each such employee has entered
into the Company’s standard form of employee non-disclosure, inventions and
restrictive covenants agreement with the Company or its Subsidiaries (whether
pursuant to a separate agreement or incorporated as part of such employee’s
overall employment agreement), a copy of which has been provided to the
Purchaser by the Company. 

                          (d)       
There are no independent contractors (including consultants) currently engaged
by any Target Company, along with the position, a description of
responsibilities, the entity engaging such Person, date of retention and rate of
remuneration, most recent increase (or decrease) in remuneration and amount
thereof, for each such Person. Each such independent contractors are a party to
a written Contract with a Target Company. Each such independent contractor has
entered into customary covenants regarding confidentiality, non-competition and
assignment of inventions and copyrights in such Person’s agreement with a Target
Company, a copy of which has been provided to the Purchaser by the Company. For
the purposes of applicable Law, including the Code, all independent contractors
who are currently, or within the last six (6) years have been, engaged by a
Target Company are bona fide independent contractors and not employees of a
Target Company. Each independent contractor is terminable on fewer than thirty
(30) days’ notice, without any obligation of any Target Company to pay severance
or a termination fee. 

            4.19    
 Benefit Plans. 

                          (a)       
Set forth on Schedule 4.19(a) is a true and complete list of each Foreign
Plan of a Target Company (each, a “Company Benefit Plan”). No
Target Company has ever maintained or contributed to (or had an obligation to
contribute to) any “employee benefit plan” (as defined in Section 3(3) of
ERISA). 

                          (b)       
With respect to each Company Benefit Plan which covers any current or former
officer, director, consultant or employee (or beneficiary thereof) of a Target
Company, the Company has provided to the Purchaser accurate and complete copies,
if applicable, of: (i) all Company Benefit Plans and related trust agreements or
annuity Contracts (including any amendments, modifications or supplements
thereto); (ii) the most recent annual and periodic accounting of plan assets;
(iii) the most recent actuarial valuation; and (iv) all communications with
any Governmental Authority concerning any matter that is still pending or for
which a Target Company has any outstanding Liability or obligation. 

19 




                          (c)       
With respect to each Company Benefit Plan: (i) such Company Benefit Plan has
been administered and enforced in all material respects in accordance with its
terms and the requirements of any and all applicable Laws, and has been
maintained, where required, in good standing with applicable regulatory
authorities and Governmental Authorities; (ii) no breach of fiduciary duty has
occurred; (iii) no Action is pending, or to the Company’s Knowledge, threatened
(other than routine claims for benefits arising in the ordinary course of
administration); and (iv) all contributions and premiums required to be made
with respect to a Company Benefit have been timely made. No Target Company has
incurred any obligation in connection with the termination of, or withdrawal
from, any Company Benefit Plan. 

                          (d)       
The present value of the accrued benefit liabilities (whether or not vested)
under each Company Benefit Plan, determined as of the end of the Company’s most
recently ended fiscal year on the basis of actuarial assumptions, each of which
is reasonable, did not exceed the current value of the assets of such Company
Benefit Plan allocable to such benefit liabilities. 

                          (e)       
The consummation of the transactions contemplated by this Agreement and the
Ancillary Documents will not: (i) entitle any individual to severance pay,
unemployment compensation or other benefits or compensation; or (ii) accelerate
the time of payment or vesting, or increase the amount of any compensation due,
or in respect of, any individual. 

                          (f)       
Except to the extent required by applicable Law, no Target Company provides
health or welfare benefits to any former or retired employee or is obligated to
provide such benefits to any active employee following such employee’s
retirement or other termination of employment or service. 

                          (g)       
All Company Benefit Plans can be terminated at any time as of or after the
Closing Date without resulting in any liability to any Target Company, the
Purchaser or their respective Affiliates for any additional contributions,
penalties, premiums, fees, fines, excise taxes or any other charges or
liabilities. 

           
4.20      Environmental Matters.

                          (a)       
Each Target Company is and has been in compliance in all material respects with
all applicable Environmental Laws, including obtaining, maintaining in good
standing, and complying with all Permits required for its business and
operations by Environmental Laws (“Environmental Permits”), no
Action is pending or, to the Company’s Knowledge, threatened to revoke, modify,
or terminate any such Environmental Permit, and, to the Company’s Knowledge, no
facts, circumstances, or conditions currently exist that could adversely affect
such continued compliance with Environmental Laws and Environmental Permits or
require capital expenditures to achieve or maintain such continued compliance
with Environmental Laws and Environmental Permits. 

                          (b)       
No Target Company is the subject of any outstanding Order or Contract with any
Governmental Authority or other Person in respect of any (i) Environmental Laws,
(ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous
Material. No Target Company has assumed, contractually or by operation of Law,
any Liabilities or obligations under any Environmental Laws. 

                          (c)       
No Action has been made or is pending, or to the Company’s Knowledge, threatened
against any Target Company or any assets of a Target Company alleging either or
both that a Target Company may be in material violation of any
Environmental Law or Environmental Permit or may have any material Liability
under any Environmental Law. 

20 




                          (d)       
No Target Company has manufactured, treated, stored, disposed of, arranged for
or permitted the disposal of, generated, handled or released any Hazardous
Material, or owned or operated any property or facility, in a manner that has
given or would reasonably be expected to give rise to any material Liability or
obligation under applicable Environmental Laws. No fact, circumstance, or
condition exists in respect of any Target Company or any property currently or
formerly owned, operated, or leased by any Target Company or any property to
which a Target Company arranged for the disposal or treatment of Hazardous
Materials that could reasonably be expected to result in a Target Company
incurring any material Environmental Liabilities. 

                          (e)       
There is no investigation of the business, operations, or currently owned,
operated, or leased property of a Target Company or, to the Company’s Knowledge,
previously owned, operated, or leased property of a Target Company pending or,
to the Company’s Knowledge, threatened that could lead to the imposition of any
Liens under any Environmental Law or material Environmental Liabilities. 

                          (f)       
To the Knowledge of the Company, there is not located at any of the properties
of a Target Company any (i) underground storage tanks, (ii) asbestos-containing
material, or (iii) equipment containing polychlorinated biphenyls. 

                          (g)       
The Company has provided to the Purchaser all environmentally related site
assessments, audits, studies, reports and results of investigations that have
been performed in respect of the currently or previously owned, leased, or
operated properties of any Target Company. 

            4.21    
 Transactions with Related Persons. Except as set forth in the
financial statements and related notes previously delivered to the Purchaser, no
Target Company nor any of its Affiliates, nor any officer, director, manager,
employee, trustee or beneficiary of a Target Company or any of its Affiliates,
nor any immediate family member of any of the foregoing (whether directly or
indirectly through an Affiliate of such Person) (each of the foregoing, a
“Related Person”) is presently, or since January 1, 2014 has been,
a party to any transaction with a Target Company, including any Contract or
other arrangement (a) providing for the furnishing of services by (other than as
officers, directors or employees of the Target Company), (b) providing for the
rental of real property or Personal Property from or (c) otherwise requiring
payments to (other than for services or expenses as directors, officers or
employees of the Target Company in the ordinary course of business consistent
with past practice), any Related Person or any Person in which any Related
Person has an interest as an owner, officer, manager, director, trustee or
partner or in which any Related Person has any direct or indirect interest
(other than the ownership of securities representing no more than two percent
(2%) of the outstanding voting power or economic interest of a publicly traded
company). Except as set forth in the financial statements and related notes
previously delivered to the Purchaser, no Target Company has outstanding any
Contract or other arrangement or commitment with any Related Person, and no
Related Person owns any real property or Personal Property, or right, tangible
or intangible (including Intellectual Property) which is used in the business of
any Target Company. Schedule 4.21 specifically identifies all Contracts,
arrangements or commitments subject to this Section 4.21 that cannot be
terminated upon sixty (60) days’ notice by the Target Companies without cost or
penalty.

            4.22    
 Insurance. 

                          (a)       
Schedule 4.22(a) lists all insurance policies (by policy number, insurer,
coverage period, coverage amount, annual premium and type of policy) held by a
Target Company relating to a Target Company or its business, properties, assets, directors,
officers and employees, copies of which have been provided to the Purchaser. All
premiums due and payable under all such insurance policies have been timely paid
and the Company and its Subsidiaries are otherwise in material compliance with
the terms of such insurance policies. All such insurance policies are in full
force and effect, and to the Knowledge of the Company, there is no threatened
termination of, or material premium increase with respect to, any of such
insurance policies. 

21 




                          (b)       
Schedule 4.22(b) identifies each individual insurance claim in excess of
$50,000 made by a Target Company since January 1, 2014. Each Target Company has
reported to its insurers all claims and pending circumstances that would
reasonably be expected to result in a claim that could be covered by any such
insurance policies, except where such failure to report such a claim would not
be reasonably likely to be material to the Target Companies. No Target Company
has made any claim against an insurance policy as to which the insurer is
denying coverage. 

            4.23    
 Top Customers and Suppliers. Schedule 4.23 lists, by dollar
volume paid for each of (a) the twelve (12) months ended on December 31, 2014,
(b) the twelve (12) months ended on December 31, 2015 and (c) the period from
January 1, 2016 through the Interim Balance Sheet Date, the key customers of the
Target Companies (the “Top Customers”) and the key suppliers of
goods or services to the Target Companies (the “Top Suppliers”).
The relationships of each Target Company with such suppliers and customers are
good commercial working relationships and (i) no Top Supplier or Top Customer
within the last twelve (12) months has cancelled or otherwise terminated, or, to
the Company’s Knowledge, intends to cancel or otherwise terminate, any
relationships of such Person with a Target Company, (ii) no Top Supplier or Top
Customer has during the last twelve (12) months decreased materially or, to the
Company’s Knowledge, threatened to stop, decrease or limit materially, or
intends to modify materially its relationships with a Target Company or intends
to stop, decrease or limit materially its products or services to any Target
Company or its usage or purchase of the products or services of any Target
Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer
intends to refuse to pay any amount due to any Target Company or seek to
exercise any remedy against any Target Company, (iv) no Target Company has
within the past two (2) years been engaged in any material dispute with any Top
Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation
of the transactions contemplated in this Agreement and the other Ancillary
Documents will not affect the relationship of any Target Company with any Top
Supplier or Top Customer.

            4.24    
 Books and Records. All of the financial books and records of the
Target Companies are complete and accurate in all material respects and have
been maintained in the ordinary course consistent with past practice and in
accordance with applicable Laws. 

            4.25    
 Accounts Receivable. All accounts, notes and other receivables,
whether or not accrued, and whether or not billed, of the Target Companies (the
“Accounts Receivable”) arose from sales actually made or
services actually performed and represent valid obligations to a Target Company.
None of the Accounts Receivable are, to the Knowledge of the Company, subject to
any right of recourse, defense, deduction, return of goods, counterclaim,
offset, or set off on the part of the obligor in excess of any amounts reserved
therefor on the Company Financials. All of the Accounts Receivable are, to the
Knowledge of the Company, fully collectible according to their terms in amounts
not less than the aggregate amounts thereof carried on the books of the Target
Companies (net of reserves) within ninety (90) days. 

            4.26    
 Certain Business Practices. 

                          (a)       
No Target Company, nor any of their respective Representatives acting on their
behalf, has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees, to foreign or domestic
political parties or campaigns or violated any provision of the Foreign Corrupt
Practices Act of 1977 or (iii) made any other unlawful payment. No Target
Company, nor any of their respective Representatives acting on their behalf has
directly or indirectly, given or agreed to give any gift or similar benefit in
any material amount to any customer, supplier, governmental employee or other
Person who is or may be in a position to help or hinder any Target Company or
assist any Target Company in connection with any actual or proposed transaction.

22 




                          (b)       
The operations of each Target Company are and have been conducted at all times
in compliance with laundering statutes in all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Governmental Authority,
and no Action involving a Target Company with respect to the any of the
foregoing is pending or, to the Knowledge of the Company, threatened. 

                          (c)       
No Target Company or any of their respective directors or officers, or, to the
Knowledge of the Company, any other Representative acting on behalf of a Target
Company is currently identified on the specially designated nationals or other
blocked person list or otherwise currently subject to any U.S. sanctions
administered by OFAC, and no Target Company has, directly or indirectly, used
any funds, or loaned, contributed or otherwise made available such funds to any
Subsidiary, joint venture partner or other Person, in connection with any sales
or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
sanctioned by OFAC or for the purpose of financing the activities of any Person
currently subject to, or otherwise in violation of, any U.S. sanctions
administered by OFAC in the last five (5) fiscal years. 

            4.27    
 Investment Company Act. No Target Company is an “investment
company” or a Person directly or indirectly “controlled” by or acting on behalf
of an “investment company”, in each case within the meaning of the Investment
Company Act of 1940, as amended. 

            4.28    
 Finders and Investment Bankers. No Target Company has incurred or
will incur any Liability for any brokerage, finder’s or other fee or commission
in connection with the transactions contemplated hereby. 

            4.29    
 Independent Investigation. The Company has conducted its own
independent investigation, review and analysis of the business, results of
operations, prospects, condition (financial or otherwise) or assets of the
Purchaser, and acknowledges that it has been provided adequate access to the
personnel, properties, assets, premises, books and records, and other documents
and data of the Purchaser for such purpose. The Company acknowledges and agrees
that: (a) in making its decision to enter into this Agreement and to consummate
the transactions contemplated hereby, it has relied solely upon its own
investigation and the express representations and warranties of the Purchaser
set forth in Article III (including the related portions of the Purchaser
Disclosure Schedules and any Supplemental Disclosure Schedules provided by the
Purchaser); and (b) neither the Purchaser nor any of its Representatives have
made any representation or warranty as to the Purchaser or this Agreement,
except as expressly set forth in Article III (including the related
portions of the Purchaser Disclosure Schedules and Supplemental Disclosure
Schedules provided by the Purchaser). 

            4.30    
 Information Supplied. None of the information supplied or to be
supplied by the Company expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other
report, form, registration or other filing made with any Governmental Authority
with respect to the transactions contemplated by this Agreement or any Ancillary
Documents; (b) in the Proxy Documents; or (c) in the mailings or other
distributions to the Purchaser’s shareholders and/or prospective investors with
respect to the consummation of the transactions contemplated by this Agreement or in any amendment
to any of documents identified in (a) through (c), will, when filed, made
available, mailed or distributed, as the case may be, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. None of the
information supplied or to be supplied by the Company expressly for inclusion or
incorporation by reference in any of the Signing Press Release, the Signing
Filing, the Closing Filing and the Closing Press Release will, when filed or
distributed, as applicable, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. Notwithstanding the foregoing, the Company makes
no representation, warranty or covenant with respect to any information supplied
by or on behalf of the Purchaser or its Affiliates. 

23 




            4.31    
 Disclosure. No representations or warranties by the Company in this
Agreement (including the disclosure schedules hereto) or the Ancillary
Documents, (a) contains or will contain any untrue statement of a material fact,
or (b) omits or will omit to state, when read in conjunction with all of the
information contained in this Agreement, the disclosure schedules hereto and the
Ancillary Documents, any fact necessary to make the statements or facts
contained therein not materially misleading. 

ARTICLE V 
REPRESENTATIONS AND WARRANTIES OF THE
SELLERS 


            Except
as set forth in the Company Disclosure Schedules or in the schedules delivered
by the Sellers to the Purchaser on the date hereof, the Section numbers of which
are numbered to correspond to the Section numbers of this Agreement to which
they refer, the Sellers hereby jointly and severally represent and warrant to
the Purchaser as follows: 

           
5.1        Due Organization and Good
Standing. Each Seller, if not an individual person, is an entity duly
organized, validly existing and in good standing under the Laws of the
jurisdiction of its formation and has all requisite power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted. 

            5.2       
Authorization; Binding Agreement. Each Seller has all requisite power,
authority and legal right and capacity to execute and deliver this Agreement and
each Ancillary Document to which it is a party, to perform such Seller’s
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. This Agreement has been, and each Ancillary
Document to which a Seller is or is required to be a party shall be when
delivered, duly and validly executed and delivered by such Seller and assuming
the due authorization, execution and delivery of this Agreement and any such
Ancillary Document by the other parties hereto and thereto, constitutes, or when
delivered shall constitute, the legal, valid and binding obligation of such
Seller, enforceable against such Seller in accordance with its terms, subject to
the Enforceability Exceptions. 

            5.3       
Ownership. Sellers own good, valid and marketable title to the Purchased
Shares, free and clear of any and all Liens, with each Seller owning the
Purchased Shares set forth on Annex I. There are no proxies, voting
rights, shareholders’ agreements or other agreements or understandings, to which
a Seller is a party or by which a Seller is bound, with respect to the voting or
transfer of any of such Seller’s Purchased Shares other than this Agreement.
Upon delivery of the Purchased Shares to the Purchaser on the Closing Date in
accordance with this Agreement, the entire legal and beneficial interest in the
Purchased Shares and good, valid and marketable title to the Purchased Shares,
free and clear of all Liens (other than those imposed by applicable securities
Laws or those incurred by the Purchaser), will pass to the Purchaser. 

24 




            5.4       
Governmental Approvals. No Consent of or with any Governmental Authority
on the part of any Seller is required to be obtained or made in connection with
the execution, delivery or performance by such Seller of this Agreement or any
Ancillary Documents or the consummation by a Seller of the transactions
contemplated hereby or thereby other than such filings as expressly contemplated
by this Agreement. 

            5.5       
Non-Contravention. The execution and delivery by each Seller of this
Agreement and each Ancillary Document to which it is a party or otherwise bound,
and the consummation by such Seller of the transactions contemplated hereby and
thereby, and compliance by each Seller with any of the provisions hereof and
thereof, will not (a) conflict with or violate any provision of any Seller’s
Organizational Documents, if any, (b) subject to obtaining the Consents from
Governmental Authorities referred to in Section 5.4 hereof, and any condition
precedent to such Consent or waiver having been satisfied, conflict with or
violate any Law, Order or Consent applicable to any Seller or any of its
properties or assets or (c) (i) violate, conflict with or result in a breach of,
(ii) constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, (iii) result in the termination,
withdrawal, suspension, cancellation or modification of, (iv) accelerate the
performance required by any Seller under, (v) result in a right of termination
or acceleration under, (vi) give rise to any obligation to make payments or
provide compensation under, (vii) result in the creation of any Lien upon any of
the properties or assets of any Seller under, (viii) give rise to any obligation
to obtain any third party consent or provide any notice to any Person or (ix)
give any Person the right to declare a default, exercise any remedy, claim a
rebate, chargeback, penalty or change in delivery schedule, accelerate the
maturity or performance, cancel, terminate or modify any right, benefit,
obligation or other term under, any of the terms, conditions or provisions of,
any Contract to which a Seller is a party or a Seller or its properties or
assets are otherwise bound, except for any deviations from any of the foregoing
clauses (a), (b) or (c) that has not had and would not reasonably be expected to
have a Material Adverse Effect on any Seller. 

            5.6       
No Litigation. There is no Action pending or, to the Knowledge of such
Seller, threatened, nor any Order is outstanding, against or involving any
Seller or any of its officers, directors, managers, shareholders, properties,
assets or businesses, whether at law or in equity, before or by any Governmental
Authority, which would reasonably be expected to adversely affect the ability of
such Seller to consummate the transactions contemplated by, and discharge its
obligations under, this Agreement and the Ancillary Documents to which such
Seller is a party. 

            5.7       
Investment Representations. Each Seller: (a) is an “accredited investor”
as such term is defined in Rule 501(a) of Regulation D under the Securities Act;
(b) is acquiring its portion of the Exchange Shares for itself for investment
purposes only, and not with a view towards any resale or distribution of such
Exchange Shares; (c) has been advised and understands that the Exchange Shares
(i) are being issued in reliance upon one or more exemptions from the
registration requirements of the Securities Act and any applicable state
securities Laws, (ii) have not been and shall not be registered under the
Securities Act or any applicable state securities Laws and, therefore, must be
held indefinitely and cannot be resold unless such Exchange Shares are
registered under the Securities Act and all applicable state securities Laws,
unless exemptions from registration are available and (iii) are subject to
additional restrictions on transfer pursuant to the Lock-Up Agreement; (d) is
aware that an investment in the Purchaser is a speculative investment and is
subject to the risk of complete loss; and (e) acknowledges that the Purchaser is
under no obligation hereunder to register the Exchange Shares under the
Securities Act. No Seller has any Contract with any Person to sell, transfer, or
grant participations to such Person, or to any third Person, with respect to the
Exchange Shares. By reason of such Seller’s business or financial experience, or
by reason of the business or financial experience of such Seller’s “purchaser
representatives” (as that term is defined in Rule 501(h) under the Securities
Act), each Seller is capable of evaluating the risks and merits of an investment
in the Purchaser and of protecting its interests in connection with this investment. Each Seller has carefully read
and understands all materials provided by or on behalf of the Purchaser or its
Representatives to such Seller or such Seller’s Representatives pertaining to an
investment in the Purchaser and has consulted, as such Seller has deemed
advisable, with its own attorneys, accountants or investment advisors with
respect to the investment contemplated hereby and its suitability for such
Seller. Each Seller acknowledges that the Exchange Shares are subject to
dilution for events not under the control of such Seller. Each Seller has
completed its independent inquiry and has relied fully upon the advice of its
own legal counsel, accountant, financial and other Representatives in
determining the legal, tax, financial and other consequences of this Agreement
and the transactions contemplated hereby and the suitability of this Agreement
and the transactions contemplated hereby for such Seller and its particular
circumstances, and, except as set forth herein, has not relied upon any
representations or advice by the Purchaser or its Representatives. Each Seller
acknowledges and agrees that such Seller has not been guaranteed or represented
to by any Person, (i) any specific amount or the event of the distribution of
any cash, property or other interest in the Purchaser or (ii) the profitability
or value of the Exchange Shares in any manner whatsoever. Each Seller: (A) has
been represented by independent counsel (or has had the opportunity to consult
with independent counsel and has declined to do so); (B) has had the full right
and opportunity to consult with such Seller’s attorneys and other advisors and
has availed itself of this right and opportunity; (C) has carefully read and
fully understands this Agreement in its entirety and has had it fully explained
to it or him by such counsel; (D) is fully aware of the contents hereof and the
meaning, intent and legal effect thereof; and (E) is competent to execute this
Agreement and has executed this Agreement free from coercion, duress or undue
influence. 

25 




            5.8       
Finders and Investment Bankers. No Seller, nor any of their respective
Representatives on their behalf, has employed any broker, finder or investment
banker or incurred any liability for any brokerage fees, commissions, finders’
fees or similar fees in connection with the transactions contemplated by this
Agreement. 

            5.9       
Independent Investigation. Each Seller has conducted its own independent
investigation, review and analysis of the business, results of operations,
prospects, condition (financial or otherwise) or assets of the Purchaser, and
acknowledges that it has been provided adequate access to the personnel,
properties, assets, premises, books and records, and other documents and data of
the Purchaser for such purpose. Each Seller acknowledges and agrees that: (a) in
making its decision to enter into this Agreement and to consummate the
transactions contemplated hereby, it has relied solely upon its own
investigation and the express representations and warranties of the Purchaser
set forth in Article III (including the related portions of the Purchaser
Disclosure Schedules and any Supplemental Disclosure Schedules provided by the
Purchaser); and (b) neither the Purchaser nor any of its Representatives have
made any representation or warranty as to the Purchaser or this Agreement,
except as expressly set forth in Article III (including the related
portions of the Purchaser Disclosure Schedules and Supplemental Disclosure
Schedules provided by the Purchaser). 

            5.10    
 Information Supplied. None of the information supplied or to be
supplied by any Seller expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K, and any exhibits thereto or any other
report, form, registration or other filing made with any Governmental Authority
with respect to the transactions contemplated by this Agreement or any Ancillary
Documents; (b) in the Proxy Documents; or (c) in the mailings or other
distributions to the Purchaser’s shareholders and/or prospective investors with
respect to the consummation of the transactions contemplated by this Agreement
or in any amendment to any of documents identified in (a) through (c), will,
when filed, made available, mailed or distributed, as the case may be, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading. None of the information supplied or to be supplied by any Seller
expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing
and the Closing Press Release will, when filed or distributed, as applicable,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading. Notwithstanding the foregoing, no Seller makes any representation,
warranty or covenant with respect to any information supplied by or on behalf of
the Purchaser or its Affiliates. 

26 




            5.11    
 Disclosure. No representations or warranties by any Seller in this
Agreement (including the disclosure schedules hereto) or the Ancillary
Documents, (a) contains or will contain any untrue statement of a material fact,
or (b) omits or will omit to state, when read in conjunction with all of the
information contained in this Agreement, the disclosure schedules hereto and the
Ancillary Documents, any fact necessary to make the statements or facts
contained therein not materially misleading. 

ARTICLE VI 
COVENANTS 


            6.1       
Access and Information. 

                          (a)       
The Company shall give, and shall direct its Representatives to give, the
Purchaser and its Representatives, at reasonable times during normal business
hours and upon reasonable intervals and notice, access to all offices and other
facilities and to all employees, properties, Contracts, agreements, commitments,
books and records, financial and operating data and other information (including
Tax Returns, internal working papers, client files, client Contracts and
director service agreements), of or pertaining to the Target Companies, as the
Purchaser or its Representatives may reasonably request regarding the Target
Companies and their respective businesses, assets, Liabilities, financial
condition, prospects, operations, management, employees and other aspects
(including unaudited quarterly financial statements, including a consolidated
quarterly balance sheet and income statement, a copy of each material report,
schedule and other document filed with or received by a Governmental Authority
pursuant to the requirements of applicable securities Laws, and independent
public accountants’ work papers (subject to the consent or any other conditions
required by such accountants, if any)) and instruct each of the Company’s
Representatives to cooperate with the Purchaser and its Representatives in their
investigation; provided, however, that the Purchaser and its
Representatives shall conduct any such activities in such a manner as not to
unreasonably interfere with the business or operations of the Target Companies.


                          (b)       
The Purchaser shall give, and shall direct its Representatives to give, the
Company and its Representatives, at reasonable times during normal business
hours and upon reasonable intervals and notice, access to all offices and other
facilities and to all employees, properties, Contracts, agreements, commitments,
books and records, financial and operating data and other information (including
Tax Returns, internal working papers, client files, client Contracts and
director service agreements), of or pertaining to the Purchaser or its
Subsidiaries, as the Company or its Representatives may reasonably request
regarding the Purchaser, its Subsidiaries and their respective businesses,
assets, Liabilities, financial condition, prospects, operations, management,
employees and other aspects (including unaudited quarterly financial statements,
including a consolidated quarterly balance sheet and income statement, a copy of
each material report, schedule and other document filed with or received by a
Governmental Authority pursuant to the requirements of applicable securities
Laws, and independent public accountants’ work papers (subject to the consent or
any other conditions required by such accountants, if any)) and instruct each of
the Purchaser’s Representatives to cooperate with the Company and its
Representatives in their investigation; provided, however, that
the Company and its Representatives shall conduct any such activities in such a
manner as not to unreasonably interfere with the business or operations of the
Purchaser or any of its Subsidiaries. 

27 




            6.2       
Conduct of Business of the Company. 

                          (a)       
Unless the Purchaser shall otherwise consent in writing (such consent not to be
unreasonably withheld, conditioned or delayed), during the period from the date
of this Agreement and continuing until the earlier of the termination of this
Agreement in accordance with Section 9.1 or the Closing (the
“Interim Period”), except as expressly contemplated by this
Agreement the Company shall, and shall cause the Target Companies to, (i)
conduct their respective businesses, in all material respects, in the ordinary
course of business consistent with past practice, (ii) comply with all Laws
applicable to the Target Companies and their respective businesses, assets and
employees, and (iii) take all reasonable measures necessary or appropriate to
preserve intact, in all material respects, their respective business
organizations, to keep available the services of their respective managers,
directors, officers, employees and consultants, to maintain, in all material
respects, their existing relationships with all Top Customers and Top Suppliers,
and to preserve the possession, control and condition of their respective
material assets, all as consistent with past practice. 

                          (b)       
Without limiting the generality of Section 6.2(a) and except as
contemplated by the terms of this Agreement, during the Interim Period, without
the prior written consent of the Purchaser (such consent not to be unreasonably
withheld, conditioned or delayed), the Company shall not, and shall cause the
Target Companies to not: 

                                       
(i)        amend, waive or otherwise change,
in any respect, its Organizational Documents; 

                                       
(ii)        authorize for issuance, issue,
grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or
dispose of any of its equity securities or any options, warrants, commitments,
subscriptions or rights of any kind to acquire or sell any of its equity
securities, or other securities, including any securities convertible into or
exchangeable for any of its shares or other equity securities or securities of
any class and any other equity-based awards, or engage in any hedging
transaction with a third Person with respect to such securities; 

                                       
(iii)        split, combine, recapitalize or
reclassify any of its shares or other equity interests or issue any other
securities in respect thereof or pay or set aside any dividend or other
distribution (whether in cash, equity or property or any combination thereof) in
respect of its equity interests, or directly or indirectly redeem, purchase or
otherwise acquire or offer to acquire any of its securities; 

                                       
(iv)        incur, create, assume, prepay or
otherwise become liable for any Indebtedness (directly, contingently or
otherwise), outside the ordinary course of business, in excess of $100,000
(individually or in the aggregate), make a loan or advance to or investment in
any third party, or guarantee or endorse any Indebtedness, Liability or
obligation of any Person; 

                                       
(v)        increase the wages, salaries or
compensation of its employees other than in the ordinary course of business,
consistent with past practice, and in any event not in the aggregate by more
than five percent (5%), or make or commit to make any bonus payment (whether in
cash, property or securities) to any employee, or materially increase other
benefits of employees generally, or enter into, establish, materially amend or
terminate any Company Benefit Plan with, for or in respect of any current
consultant, officer, manager director or employee, in each case other than as
required by applicable Law, pursuant to the terms of any Company Benefit Plans
or in the ordinary course of business consistent with past practice; 

28 




                                        (vi)       
make or rescind any material election relating to Taxes, settle any claim,
action, suit, litigation, proceeding, arbitration, investigation, audit or
controversy relating to Taxes, file any amended Tax Return or claim for refund,
or make any material change in its accounting or Tax policies or procedures, in
each case except as required by applicable Law or in compliance with GAAP; 

                                       
(vii)        transfer or license to any
Person or otherwise extend, materially amend or modify, permit to lapse or fail
to preserve any of the Company Registered IP, Company Licensed IP or other
Company IP, or disclose to any Person who has not entered into a confidentiality
agreement any Trade Secrets; 

                                       
(viii)    terminate, or waive or assign any material right under,
any Company Material Contract outside of the ordinary course of business or
enter into any Contract (A) involving amounts reasonably expected to exceed
$100,000 per year or $250,000 in the aggregate, (B) that would be a Company
Material Contract or (C) with a term longer than one year that cannot be
terminated without payment of a material penalty and upon notice of sixty (60)
days or less; 

                                       
(ix)        fail to maintain its books,
accounts and records in all material respects in the ordinary course of business
consistent with past practice; 

                                       
(x)        establish any Subsidiary or enter
into any new line of business; 

                                       
(xi)        fail to use commercially
reasonable efforts to keep in force insurance policies or replacement or revised
policies providing insurance coverage with respect to its assets, operations and
activities in such amount and scope of coverage as are currently in effect; 

                                       
(xii)      revalue any of its material assets or make
any change in accounting methods, principles or practices, except to the extent
required to comply with GAAP and after consulting with the Company’s outside
auditors; 

                                       
(xiii)     waive, release, assign, settle or compromise any
claim, action or proceeding (including any suit, action, claim, proceeding or
investigation relating to this Agreement or the transactions contemplated
hereby), other than waivers, releases, assignments, settlements or compromises
that involve only the payment of monetary damages (and not the imposition of
equitable relief on, or the admission of wrongdoing by, the Company or its
Affiliates) not in excess of $100,000 (individually or in the aggregate), or
otherwise pay, discharge or satisfy any Actions, Liabilities or obligations,
unless such amount has been reserved in the Company Financials; 

                                       
(xiv)      close or materially reduce its activities,
or effect any layoff or other personnel reduction or change, at any of its
facilities; 

                                       
(xv)      acquire, including by merger, consolidation,
acquisition of stock or assets, or any other form of business combination, any
corporation, partnership, limited liability company, other business organization
or any division thereof, or any material amount of assets outside the ordinary
course of business consistent with past practice; 

                                       
(xvi)     make capital expenditures in excess of $100,000
(individually for any project (or set of related projects) or $250,000 in the
aggregate); 

                                       
(xvii)    adopt a plan of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization; 

29 




                                        (xviii)     
voluntarily incur any Liability or obligation (whether absolute, accrued,
contingent or otherwise) in excess of $100,000 individually or $250,000 in the
aggregate other than pursuant to the terms of a Company Material Contract or
Company Benefit Plan; 

                                        (xix)      
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge
or encumber (including securitizations), or otherwise dispose of any material
portion of its properties, assets or rights; 

                                        (xx)       
enter into any agreement, understanding or arrangement with respect to the
voting of equity securities of the Company; 

                                        (xxi)       
take any action that would reasonably be expected to significantly delay or
impair the obtaining of any consents or approvals of any Governmental Authority
to be obtained in connection with this Agreement; 

                                        (xxii)     
enter into, amend, waive or terminate (other than terminations in accordance
with their terms) any transaction with any Related Person (other than
compensation and benefits and advancement of expenses, in each case, provided in
the ordinary course of business consistent with past practice); or 

                                        (xxiii)     
authorize or agree to do any of the foregoing actions. 

            6.3       
Conduct of Business of the Purchaser. 

                          (a)       
Except as contemplated by the terms of this Agreement (including the transaction
contemplated by Section 6.20 hereof) during the Interim Period, without
the prior written consent of the Company (such consent not to be unreasonably
withheld, conditioned or delayed), the Purchaser shall not: 

                                        (i)       
amend, waive or otherwise change, in any respect, its Organizational Documents;


                                        (ii)       
except as contemplated herein, authorize for issuance, issue, grant, sell,
pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of
its equity securities or any options, warrants, commitments, subscriptions or
rights of any kind to acquire or sell any of its equity securities, or other
securities, including any securities convertible into or exchangeable for any of
its equity securities or other security interests of any class and any other
equity-based awards, or engage in any hedging transaction with a third Person
with respect to such securities; 

                                        (iii)       
split, combine, recapitalize or reclassify any of its shares or other equity
interests or issue any other securities in respect thereof or pay or set aside
any dividend or other distribution (whether in cash, equity or property or any
combination thereof) in respect of its shares or other equity interests, or
directly or indirectly redeem, purchase or otherwise acquire or offer to acquire
any of its securities; 

                                        (iv)       
incur, create, assume, prepay or otherwise become liable for any Indebtedness
(directly, contingently or otherwise) in excess of $100,000 (individually or in
the aggregate), make a loan or advance to or investment in any third party, or
guarantee or endorse any Indebtedness, Liability or obligation of any Person;


                                        (v)       
make or rescind any material election relating to Taxes, settle any claim,
action, suit, litigation, proceeding, arbitration, investigation, audit or
controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any
material change in its accounting or Tax policies or procedures, in each case
except as required by applicable Law or in compliance with GAAP; 

30 




                                        (vi)       
terminate, waive or assign any material right under any material agreement to
which it is a party; 

                                        (vii)       
fail to maintain its books, accounts and records in all material respects in the
ordinary course of business consistent with past practice; 

                                        (viii)       
establish any Subsidiary or enter into any new line of business; 

                                        (ix)       
fail to use commercially reasonable efforts to keep in force insurance policies
or replacement or revised policies providing insurance coverage with respect to
its assets, operations and activities in such amount and scope of coverage as
are currently in effect; 

                                        (x)       
revalue any of its material assets or make any change in accounting methods,
principles or practices, except to the extent required to comply with GAAP and
after consulting the Purchaser’s outside auditors; 

                                        (xi)       
waive, release, assign, settle or compromise any claim, action or proceeding
(including any suit, action, claim, proceeding or investigation relating to this
Agreement or the transactions contemplated hereby), other than waivers,
releases, assignments, settlements or compromises that involve only the payment
of monetary damages (and not the imposition of equitable relief on, or the
admission of wrongdoing by, the Purchaser) not in excess of $100,000
(individually or in the aggregate), or otherwise pay, discharge or satisfy any
Actions, Liabilities or obligations, unless such amount has been reserved in the
Purchaser Financials; 

                                        (xii)       
acquire, including by merger, consolidation, acquisition of stock or assets, or
any other form of business combination, any corporation, partnership, limited
liability company, other business organization or any division thereof, or any
material amount of assets outside the ordinary course of business; 

                                        (xiii)       
make capital expenditures in excess of $100,000 individually for any project (or
set of related projects) or $250,000 in the aggregate; (xiv) adopt a plan of
complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization; 

                                        (xv)       
voluntarily incur any Liability or obligation (whether absolute, accrued,
contingent or otherwise) in excess of $100,000 individually or $250,000 in the
aggregate other than pursuant to the terms of a material Contract in existence
as of the date of this Agreement or entered into in the ordinary course of
business or in accordance with the terms of this Section 6.3 during the
Interim Period; 

                                        (xvi)       
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge
or encumber (including securitizations), or otherwise dispose of any material
portion of its properties, assets or rights; 

                                        (xvii)       
enter into any agreement, understanding or arrangement with respect to the
voting of the Purchaser Shares; 

31 




                                        (xviii)  
 take any action that would reasonably be expected to significantly delay
or impair the obtaining of any consents or approvals of any Governmental
Authority to be obtained in connection with this Agreement; or 

                                       
(xix)        authorize or agree to do any of
the foregoing actions. 

            6.4       
Annual and Interim Financial Statements. From the date hereof through the
Closing Date, within thirty (30) calendar days following the end of each
three-month quarterly period and each fiscal year, the Company shall deliver to
the Purchaser an unaudited consolidated income statement and an unaudited
consolidated balance sheet for the period from the Interim Balance Sheet Date
through the end of such quarterly period or fiscal year and the applicable
comparative period in the preceding fiscal year, in each case accompanied by a
certificate of the Chief Financial Officer of the Company to the effect that all
such financial statements fairly present the consolidated financial position and
results of operations of the Target Companies as of the date or for the periods
indicated, in accordance with GAAP, subject to year-end audit adjustments and
excluding footnotes. From the date hereof through the Closing Date, the Company
will also promptly deliver to the Purchaser copies of any audited consolidated
financial statements of the Company and its Subsidiaries that the Company’s
certified public accountants may issue. 

            6.5       
Purchaser Public Filings. During the Interim Period, the Purchaser will
keep current and timely file all of its public filings with the SEC and
otherwise comply in all material respects with applicable securities Laws and
shall use its commercially reasonable efforts to maintain the listing of the
Purchaser Shares on NYSE. 

            6.6       
No Solicitation. 

                          (a)       
For purposes of this Agreement, (i) an “Acquisition Proposal”
means any inquiry, proposal or offer, or any indication of interest in making an
offer or proposal, from any Person or group at any time relating to an
Alternative Transaction, and (ii) an “Alternative Transaction”
means with respect to (A) the Company, the Sellers and their respective
Affiliates and (B) the Purchaser and its Affiliates, a transaction (other than
the transactions contemplated by this Agreement) concerning the sale of (x) all
or any material part of the business or assets of any Target Companies or the
Purchaser or (y) any of the shares or other equity interests or profits of any
Target Companies or the Purchaser, in any case, whether such transaction takes
the form of a sale of shares or other equity, assets, merger, consolidation,
issuance of debt securities, management Contract, joint venture or partnership,
or otherwise. 

                          (b)       
During the Interim Period, in order to induce the other Parties to continue to
commit to expend management time and financial resources in furtherance of the
transactions contemplated hereby, each Party shall not, and shall cause its
Representatives to not, without the prior written consent of the Company and the
Purchaser, directly or indirectly, (i) solicit, assist, initiate or facilitate
the making, submission or announcement of, or intentionally encourage, any
Acquisition Proposal, (ii) furnish any non-public information regarding such
Party or its Affiliates (or, with respect to any Seller, any Target Company) or
their respective businesses, operations, assets, Liabilities, financial
condition, prospects or employees to any Person or group (other than a Party to
this Agreement or their respective Representatives) in connection with or in
response to an Acquisition Proposal, (iii) engage or participate in discussions
or negotiations with any Person or group with respect to, or that could be
expected to lead to, an Acquisition Proposal, (iv) approve, endorse or
recommend, or publicly propose to approve, endorse or recommend, any Acquisition
Proposal, (v) negotiate or enter into any letter of intent, agreement in
principle, acquisition agreement or other similar agreement related to any
Acquisition Proposal, or (vi) release any third Person from, or waive any
provision of, any confidentiality agreement to which such Party is a party. 

32 




                          (c)       
Each Party shall notify the others as promptly as practicable (and in any event
within 48 hours) orally and in writing of the receipt by such Party or any of
its Representatives of (i) any bona fide inquiries, proposals or offers,
requests for information or requests for discussions or negotiations regarding
or constituting any Acquisition Proposal or any bona fide inquiries, proposals
or offers, requests for information or requests for discussions or negotiations
that could be expected to result in an Acquisition Proposal, and (ii) any
request for non-public information relating to such Party or its Affiliates (or
any Target Company), specifying in each case, the material terms and conditions
thereof (including a copy thereof if in writing or a written summary thereof if
oral) and the identity of the party making such inquiry, proposal, offer or
request for information. Each Party shall keep the others promptly informed of
the status of any such inquiries, proposals, offers or requests for information.
During the Interim Period, each Party shall, and shall cause its Representatives
to, immediately cease and cause to be terminated any solicitations, discussions
or negotiations with any Person with respect to any Acquisition Proposal and
shall, and shall direct its Representatives to, cease and terminate any such
solicitations, discussions or negotiations. 

            6.7       
No Trading. The Company and the Sellers acknowledge and agree that each
is aware, and that the Company’s Affiliates are aware (and each of their
respective Representatives is aware or, upon receipt of any material nonpublic
information of the Purchaser, will be advised) of the restrictions imposed by
the Federal Securities Laws and other applicable foreign and domestic Laws on a
Person possessing material nonpublic information about a publicly traded
company. Each of the Company and the Sellers hereby agree that, while any of
them are in possession of such material nonpublic information, it shall not
purchase or sell any securities of the Purchaser (other than acquire the
Exchange Shares in accordance with Article I), communicate such information to
any third party, take any other action with respect to the Purchaser in
violation of such Laws, or cause or encourage any third party to do any of the
foregoing. 

            6.8       
Notification of Certain Matters. During the Interim Period, each of the
Parties shall give prompt notice to the other Parties if such Party or its
Affiliates (or, with respect to the Company, any Seller): (a) fails to comply
with or satisfy any covenant, condition or agreement to be complied with or
satisfied by it or its Affiliates (or, with respect to the Company, any Seller)
hereunder in any material respect; (b) receives any notice or other
communication in writing from any third party (including any Governmental
Authority) alleging (i) that the Consent of such third party is or may be
required in connection with the transactions contemplated by this Agreement or
(ii) any non-compliance with any Law by such Party or its Affiliates (or, with
respect to the Company, any Seller); (c) receives any notice or other
communication from any Governmental Authority in connection with the
transactions contemplated by this Agreement; (d) discovers any fact or
circumstance that, or becomes aware of the occurrence or non-occurrence of any
event the occurrence or non-occurrence of which, would reasonably be expected to
cause or result in any of the conditions set forth in Article VIII to not
being satisfied or the satisfaction of those conditions being materially
delayed; or (e) becomes aware of the commencement or threat, in writing, of any
Action against such Party or any of its Affiliates (or, with respect to the
Company, any Seller), or any of their respective properties or assets, or, to
the Knowledge of such Party, any officer, director, partner, member or manager,
in his, her or its capacity as such, of such Party or of its Affiliates (or,
with respect to the Company, any Seller) with respect to the consummation of the
transactions contemplated by this Agreement. No such notice shall constitute an
acknowledgement or admission by the Party providing the notice regarding whether
or not any of the conditions to the Closing have been satisfied or in
determining whether or not any of the representations, warranties or covenants
contained in this Agreement have been breached. 

33 




            6.9       
Efforts. 

                          (a)       
Subject to the terms and conditions of this Agreement, each Party shall use its
commercially reasonable efforts, and shall cooperate fully with the other
Parties, to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable Laws and
regulations to consummate the transactions contemplated by this Agreement
(including the receipt of all applicable consents of Governmental Authorities)
and to comply as promptly as practicable with all requirements of Governmental
Authorities applicable to the transactions contemplated by this Agreement.

                          (b)       
Prior to the Closing, each Party shall use its commercially reasonable efforts
to obtain any Consents of Governmental Authorities or other third Persons as may
be necessary for the consummation by such Party or its Affiliates of the
transactions contemplated by this Agreement or required as a result of the
execution or performance of, or consummation of the transactions contemplated
by, this Agreement by such Party or its Affiliates, and the other Parties shall
provide reasonable cooperation in connection with such efforts. 

                          (c)       
Notwithstanding anything herein to the contrary, no Party shall be required to
agree to any term, condition or modification with respect to obtaining any
Consents in connection with the transactions contemplated by this Agreement that
would result in, or would be reasonably likely to result in: (i) a Material
Adverse Effect to such Party or its Affiliates, or (ii) such Party having to
cease, sell or otherwise dispose of any material assets or businesses (including
the requirement that any such assets or business be held separate). 

            6.10    
 Further Assurances. The Parties hereto shall further cooperate with
each other and use their respective commercially reasonable efforts to take or
cause to be taken all actions, and do or cause to be done all things, necessary,
proper or advisable on their part under this Agreement and applicable Laws to
consummate the transactions contemplated by this Agreement as soon as
practicable, including preparing and filing as soon as practicable all
documentation to effect all necessary notices, reports and other filings. 

            6.11    
 The Proxy Statement. 

                          (a)       
As promptly as practicable after the date hereof, the Purchaser shall prepare
and file with the SEC a proxy statement (as amended or supplemented from time to
time, the “Proxy Statement”) calling a special meeting of the
Purchaser’s shareholders (the “Shareholder Meeting”) seeking the
approval of the Purchaser’s shareholders for the transactions contemplated by
this Agreement and, if applicable the spin-off transaction contemplated by
Section 6.20, in accordance with and as required by the Purchaser’s
Organizational Documents, applicable Law and any applicable rules and
regulations of the SEC and NYSE. In the Proxy Statement, the Purchaser shall
seek (i) adoption and approval of this Agreement and the transactions
contemplated hereby or referred to herein, and, if applicable the spin-off
transaction contemplated by Section 6.20, by the holders of Purchaser
Shares in accordance with the Purchaser’s Organizational Documents, the NRS, and
the rules and regulations of the SEC and NYSE, (ii) if required to be approved
by the Purchaser’s shareholders, adoption and approval of an Amended and
Restated Articles of Incorporation of the Purchaser in form and substance
reasonably acceptable to the Purchaser and the Company (the “Amended
Charter”) (which Amended Charter, if appropriate as determined by the
Purchaser, will be adopted by the Purchaser at the time of the Closing to, among
other things, change the name of the Purchaser effective as of the Closing),
(iii) to appoint the members of the board of directors of the Purchaser, and
appoint the members of any committees thereof, in each case in accordance with
Section 6.16 hereof, and (iv) to obtain any and all other approvals
necessary or advisable to effect the consummation of the transactions
contemplated by this Agreement and the Ancillary Documents and, if applicable the spin-off transaction
contemplated by Section 6.20. In connection with the Proxy Statement, the
Purchaser will also file with the SEC financial and other information about the
transactions contemplated by this Agreement and, if applicable the spin-off
transaction contemplated by Section 6.20, in accordance with applicable
proxy solicitation rules set forth in the Purchaser’s Organizational Documents,
the NRS and the rules and regulations of the SEC and NYSE (such Proxy Statement
and the documents included or referred to therein, together with any
supplements, amendments and/or exhibits thereto, the “Proxy
Documents”).

34 




                          (b)       
Except with respect to the information provided by or on behalf of the Target
Companies or the Sellers for inclusion in the Proxy Statement and other Proxy
Documents, the Purchaser shall ensure that, when filed, the Proxy Statement and
other Proxy Documents will comply in all material respects with the requirements
of the Exchange Act and the rules and regulations thereunder. The Purchaser
shall cause the Proxy Documents to be disseminated as promptly as practicable to
the Purchaser’s equity holders as and to the extent such dissemination is
required by U.S. federal securities laws and the rules and regulations of the
SEC and NYSE promulgated thereunder or otherwise (the “Federal Securities
Laws”). The Company and the Sellers shall promptly provide to the
Purchaser such information concerning the Sellers, the Target Companies and
their respective businesses, operations, condition (financial or otherwise),
assets, Liabilities, properties, officers, directors and employees as is either
required by Federal Securities Laws or reasonably requested by the Purchaser for
inclusion in the Proxy Documents. Subject to compliance by the Company and the
Sellers with the immediately preceding sentence with respect to the information
provided or to be provided by or on behalf of them for inclusion in the Proxy
Documents, the Purchaser shall cause the Proxy Documents to comply in all
material respects with the Federal Securities Laws. The Purchaser shall provide
copies of the proposed forms of the Proxy Documents (including any amendments or
supplements thereto) to the Company such that the Company and its
Representatives are afforded a reasonable amount of time prior to the
dissemination or filing thereof to review such material and comment thereon
prior to such dissemination or filing, and the Purchaser shall reasonably
consider in good faith any comments of such Persons. The Purchaser and the
Company and their respective Representatives shall respond promptly to any
comments of the SEC or its staff with respect to the Proxy Documents and
promptly correct any information provided by it for use in the Proxy Documents
if and to the extent that such information shall have become false or misleading
in any material respect or as otherwise required by the Federal Securities Laws.
The Purchaser shall amend or supplement the Proxy Documents and cause the Proxy
Documents, as so amended or supplemented, to be filed with the SEC and to be
disseminated to the holders of Purchaser Shares, in each case as and to the
extent required by the Federal Securities Laws and subject to the terms and
conditions of this Agreement and the Purchaser Organizational Documents and, if
applicable the spin-off transaction contemplated by Section 6.20. The
Purchaser shall provide the Company and its Representatives with copies of any
written comments, and shall inform them of any material oral comments, that the
Purchaser or any of its Representatives receive from the SEC or its staff with
respect to the Proxy Documents promptly after the receipt of such comments and
shall give the Company a reasonable opportunity under the circumstances to
review and comment on any proposed written or material oral responses to such
comments. The Purchaser shall use its reasonable commercial efforts to cause the
Proxy Statement to “clear” comments from the SEC and its staff and to permit the
Company and its Representatives to participate with the Purchaser or its
Representatives in any discussions or meetings with the SEC and its staff. The
Company and the Sellers shall, and shall cause each of the Target Companies to,
make their respective directors, officers and employees, upon reasonable advance
notice, available to the Purchaser and its Representatives in connection with
the drafting of the public filings with respect to the transactions contemplated
by this Agreement, including the Proxy Documents, and responding in a timely
manner to comments from the SEC. The Purchaser shall call the Shareholder
Meeting as promptly as reasonably practicable after the Proxy Statement has
“cleared” comments from the SEC. 

35 




                          (c)       
If at any time prior to the Closing, any information relating to the Purchaser,
on the one hand, or the Target Companies or the Sellers, on the other hand, or
any of their respective Affiliates, businesses, operations, condition (financial
or otherwise), assets, Liabilities, properties, officers, directors or
employees, should be discovered by the Purchaser, on the one hand, or the Target
Companies or the Sellers, on the other hand, that should be set forth in an
amendment or supplement to the Proxy Documents, so that such documents would not
include any misstatement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, the Party which discovers such information
shall promptly notify each other Parties and an appropriate amendment or
supplement describing such information shall be promptly filed with the SEC and,
to the extent required by law, disseminated to the Purchaser’s shareholders.


            6.12    
 Public Announcements.

                          (a)       
The Parties agree that no public release, filing or announcement concerning this
Agreement or the Ancillary Documents or the transactions contemplated hereby or
thereby shall be issued by any Party or any of their Affiliates without the
prior written consent of the Purchaser and the Company (which consent shall not
be unreasonably withheld, conditioned or delayed), except as such release or
announcement may be required by applicable Law or the rules or regulations of
any securities exchange, in which case the applicable Party shall use
commercially reasonable efforts to allow the other Parties reasonable time to
comment on, and arrange for any required filing with respect to, such release or
announcement in advance of such issuance. 

                          (b)       
The Parties shall mutually agree upon and, as promptly as practicable after the
execution of this Agreement (but in any event within four (4) Business Days
thereafter), issue a press release announcing the execution of this Agreement
(the “Signing Press Release”). Promptly after the issuance of the
Signing Press Release, the Purchaser shall file a Current Report on Form 8-K
(the “Signing Filing”) with the Signing Press Release and a
description of this Agreement as required by Federal Securities Laws, which the
Company shall review, comment upon and approve (which approval shall not be
unreasonably withheld, conditioned or delayed) prior to filing (with the Company
reviewing, commenting upon and approving such Signing Filing in any event no
later than the second (2nd) Business Day after the execution of this
Agreement). The Parties shall mutually agree upon and, as promptly as
practicable after the Closing (but in any event within four (4) Business Days
thereafter), issue a press release announcing the consummation of the
transactions contemplated by this Agreement (the “Closing Press
Release”). Promptly after the issuance of the Closing Press Release, the
Purchaser shall file a Current Report on Form 8-K (the “Closing
Filing”) with the Closing Press Release and a description of the Closing
as required by Federal Securities Laws which the Sellers shall review, comment
upon and approve (which approval shall not be unreasonably withheld, conditioned
or delayed) prior to filing (with the Sellers reviewing, commenting upon and
approving such Closing Filing in any event no later than the second
(2nd) Business Day after the Closing). In connection with the
preparation of the Signing Press Release, the Signing Filing, the Closing
Filing, the Closing Press Release, or any other report, statement, filing notice
or application made by or on behalf of a Party to any Governmental Authority or
other third party in connection with the transactions contemplated hereby, each
Party shall, upon request by any other Party, furnish the Parties with all
information concerning themselves, their respective directors, officers and
equity holders, and such other matters as may be reasonably necessary or
advisable in connection with the transactions contemplated hereby, or any other
report, statement, filing, notice or application made by or on behalf of a Party
to any third party and/ or any Governmental Authority in connection with the
transactions contemplated hereby. 

            6.13    
 Confidential Information. 

36 




                          (a)       
The Company (prior to the Closing) and the Sellers hereby agree that they shall,
and shall cause their respective Representatives to: (i) treat and hold in
strict confidence any Purchaser Confidential Information, and will not use it
for any purpose (except in connection with the consummation of the transactions
contemplated by this Agreement or the Ancillary Documents, performing their
obligations hereunder or thereunder, enforcing their rights hereunder or
thereunder, or in furtherance of their authorized duties on behalf of the
Purchaser or its Subsidiaries), nor directly or indirectly disclose, distribute,
publish, disseminate or otherwise make available to any third party any of the
Purchaser Confidential Information without the Purchaser’s prior written
consent; and (ii) in the event that the Company (prior to the Closing), any
Seller or any of the respective Representatives becomes legally compelled to
disclose any Purchaser Confidential Information, (A) provide the Purchaser with
prompt written notice of such requirement so that the Purchaser or an Affiliate
thereof may seek a protective order or other remedy or waive compliance with
this Section 6.13(a), and (B) in the event that such protective order or
other remedy is not obtained, or the Purchaser waives compliance with this
Section 6.13(a), furnish only that portion of such Purchaser Confidential
Information which is legally required to be provided as advised in writing by
outside counsel and to exercise its commercially reasonable efforts to obtain
assurances that confidential treatment will be accorded such Purchaser
Confidential Information. In the event that this Agreement is terminated and the
transactions contemplated hereby are not consummated, the Company and the
Sellers shall, and shall cause their respective Representatives to, promptly
deliver to the Purchaser any and all copies (in whatever form or medium) of
Purchaser Confidential Information and destroy all notes, memoranda, summaries,
analyses, compilations and other writings related thereto or based thereon. 

                          (b)       
The Purchaser hereby agrees that during the Interim Period and, in the event
this Agreement is terminated in accordance with Article IX, for a period
of two (2) years after such termination, it shall, and shall cause its
Representatives to: (i) treat and hold in strict confidence any Company
Confidential Information, and will not use for any purpose (except in connection
with the consummation of the transactions contemplated by this Agreement or the
Ancillary Documents, performing its obligations hereunder or thereunder or
enforcing its rights hereunder or thereunder), nor directly or indirectly
disclose, distribute, publish, disseminate or otherwise make available to any
third party any of the Company Confidential Information without the Company’s
prior written consent; and (ii) in the event that the Purchaser or any of its
Representatives becomes legally compelled to disclose any Company Confidential
Information, (A) provide the Company with prompt written notice of such
requirement so that the Company, a Seller or an Affiliate of any of them may
seek a protective order or other remedy or waive compliance with this Section
6.13(b), and (B) in the event that such protective order or other remedy is
not obtained, or the Company waives compliance with this Section 6.13(b),
furnish only that portion of such Company Confidential Information which is
legally required to be provided as advised in writing by outside counsel and to
exercise its commercially reasonable efforts to obtain assurances that
confidential treatment will be accorded such Company Confidential Information.
In the event that this Agreement is terminated and the transactions contemplated
hereby are not consummated, the Purchaser shall, and shall cause its
Representatives to, promptly deliver to the Company any and all copies (in
whatever form or medium) of Company Confidential Information and destroy all
notes, memoranda, summaries, analyses, compilations and other writings related
thereto or based thereon. Notwithstanding the foregoing, the Purchaser and its
Representatives shall be permitted to disclose any and all Company Confidential
Information to the extent required by the Federal Securities Laws. 

            6.14    
 Litigation Support. Following the Closing, in the event that and
for so long as any Party is actively contesting or defending against any third
party or Governmental Authority Action in connection with any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act or transaction that existing on or prior to the
Closing Date involving the Purchaser or any Target Company, each of the other
Parties will (i) reasonably cooperate with the contesting or defending party and
its counsel in the contest or defense, (ii) make available its personnel at reasonable times and upon reasonable notice and (iii) provide
(A) such testimony and (B) access to its non-privileged books and records as may
be reasonably requested in connection with the contest or defense, at the sole
cost and expense of the contesting or defending party. 

37 




            6.15    
 Documents and Information. After the Closing Date, the Purchaser
and the Target Companies shall, and shall cause their respective Subsidiaries
to, until the seventh (7th) anniversary of the Closing Date, retain
all books, records and other documents pertaining to the business of the Target
Companies in existence on the Closing Date.

            6.16     
Post-Closing Board of Directors and Executive Officers. 

                          (a)       
The Parties shall take all necessary action, so that effective as of the
Closing, the Purchaser’s board of directors (the “Post-Closing
Purchaser Board”) will consist of seven (7) individuals.
Immediately after the Closing, the Parties shall take all necessary action to
designate and appoint to the Post-Closing Purchaser Board five (5) persons that
are designated by the Company prior to the Closing (the “Seller
Directors”), at least a majority of whom shall be required to qualify as
an independent director under NYSE rules and one (1) of whom shall be the
Chairman of the Company immediately prior to the Closing.

                          (b)       
The Parties shall take all action necessary, including causing the Chief
Executive Officer of the Purchaser to resign, so that the Chief Executive
Officer of the Purchaser immediately after the Closing will be the Chief
Executive Officer of the Company immediately prior to the Closing. 

            6.17     
Supplemental Disclosure Schedules. 

                          (a)       
During the Interim Period, each of the Company, the Sellers and the Purchaser
shall have the right, by providing one or more written supplemental disclosure
schedules (“Supplemental Disclosure Schedules”) to the others, to
update its disclosure schedules: (a) to reflect changes in the ordinary course
of business first existing or occurring after the date of this Agreement, which
if existing or occurring on or prior to the date of this Agreement, would have
been required to be set forth on such schedules, and (b) which updates do not
result from any breach of a covenant made by such disclosing Party or its
Affiliates in this Agreement. Other than any updates permitted by the prior
sentence, no Supplemental Disclosure Schedule shall affect any of the conditions
to the Parties’ respective obligations under the Agreement (including for
purposes of determining satisfaction or waiver of the conditions set forth in
Article VIII), or any other remedy available to the Parties arising from
a representation or warranty that was or would be inaccurate, or a warranty that
would be breached, without qualification by the update. 

                          (b)       
For the purposes of the Company Disclosure Schedules and the Purchaser
Disclosure Schedules, any information, item or other disclosure set forth in any
part of such disclosure schedules (or, to the extent applicable, any
Supplemental Disclosure Schedule) shall be deemed to have been set forth in all
other applicable parts of such disclosure schedules (or, to the extent
applicable, Supplemental Disclosure Schedules) to the extent that the
applicability of such disclosure to such other parts is reasonably apparent on
the face of such disclosure. Inclusion of information in any disclosure schedule
or Supplemental Disclosure Schedule shall not be construed as an admission by
such party that such information is material to the business, properties,
financial condition or results of operations of, as applicable, the Company, the
Sellers or the Purchaser or their respective Affiliates. Matters reflected in
any disclosure schedule or Supplemental Disclosure Schedule is not necessarily
limited to matters required by this Agreement to be reflected therein and the
inclusion of such matters shall not be deemed an admission that such matters
were required to be reflected in such disclosure schedule or Supplemental
Disclosure Schedule. Such additional matters are set forth for informational
purposes only and do not necessarily include other matters of a similar nature.


38 




            6.18    
 Purchaser Policies. During the Interim Period, the Purchaser will
consult with the Company, and the Purchaser and the Company will adopt,
effective as of the Closing, corporate and operational policies for the
Purchaser, the Company and their respective Subsidiaries, including the Target
Companies, appropriate for a company publicly traded in the United States with
active business and operations in the industries and regions in which the Target
Companies operate and contemplate operating as of the Closing. Such policies
will include a conflicts of interest policy establishing, among other matters,
proper procedures and limitations for related party loans involving the
Purchaser or any of its Subsidiaries, including the Target Companies (the
“Conflicts of Interest Policy”). 

            6.19    
 SOX 404(b) Compliance. From and after the Closing, the Sellers
agree to, and cause the Seller Directors to, engage the Purchaser’s audit firm
to complete an attestation pursuant to Section 404(b) of SOX and Item 308(b) of
Regulation S-K of the Purchaser’s internal control over financial reporting
effective no later than December 31, 2017, or such earlier date as is required
by SEC rules or other applicable Law, with such audit firm’s attestation report
to be included in the Purchaser’s applicable annual report, if required by SEC
rules or other applicable Law. 

            6.20     
Spin-Off Transaction. The Purchaser shall take and cause to be taken all
actions necessary so that, on, or promptly following, the Closing Date, the
Purchaser will sell all of the issued and outstanding shares and any other
equity interests in or of International Lorain Holdings, Inc. or otherwise
dispose of the assets of International Lorain Holdings, Inc. and its
subsidiaries. 

ARTICLE VII 
SURVIVAL


            7.1       
Survival.

                          (a)       
All representations and warranties of the Company and the Sellers contained in
this Agreement (including all schedules and exhibits hereto and all
certificates, documents, instruments and undertakings furnished pursuant to this
Agreement) shall survive the Closing through and until the second
(2nd) anniversary of the Closing Date; provided, however, that
(a) the representations and warranties contained in Sections 4.14 (Taxes
and Returns), 4.19 (Benefit Plans), 4.20 (Environmental Matters),
4.30 (Information Supplied) and 5.10 (Information Supplied) shall
survive until sixty (60) days after the expiration of the applicable statute of
limitations, and (b) the representations and warranties contained in Sections
4.1 (Due Organization and Good Standing), 4.2 (Authorization;
Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries),
4.28 (Finders and Investment Bankers), 4.29 (Independent
Investigation), 5.1 (Due Organization and Good Standing), 5.2
(Authorization; Binding Agreement), 5.3 (Ownership), 5.8 (Finders
and Investment Bankers) and 5.9 (Independent Investigation) will survive
indefinitely. Additionally, Fraud Claims against the Company or the Sellers
shall survive indefinitely. If written notice of a claim for breach of any
representation or warranty has been given before the applicable date when such
representation or warranty no longer survives in accordance with this Section
7.1(a), then the relevant representations and warranties shall survive as to
such claim, until the claim has been finally resolved. All covenants,
obligations and agreements of the Company and the Sellers contained in this
Agreement (including all schedules and exhibits hereto and all certificates,
documents, instruments and undertakings furnished pursuant to this Agreement)
shall survive the Closing and continue until fully performed in accordance with
their terms.

                          (b)       
The representations and warranties of the Purchaser contained in this Agreement
or in any certificate or instrument delivered pursuant to this Agreement shall
not survive the Closing, and from and after the Closing, the Purchaser and its
Representatives shall not have any further obligations, nor shall any claim be
asserted or action be brought against the Purchaser or its Representatives with
respect thereto. The covenants and agreements made by the Purchaser in this
Agreement or in any certificate or instrument delivered pursuant to this Agreement,
including any rights arising out of any breach of such covenants or agreements,
shall not survive the Closing, except for those covenants and agreements
contained herein and therein that by their terms apply or are to be performed in
whole or in part after the Closing.

39 




ARTICLE VIII 
CLOSING CONDITIONS



            8.1       
Conditions to Each Party’s Obligations. The obligations of each Party to
consummate the transactions described herein shall be subject to the
satisfaction or written waiver (where permissible) by the Company and the
Purchaser of the following conditions: 

                          (a)       
Required Purchaser Shareholder Approval. The matters described in clauses
(i), (ii) and (iii) of Section 6.11(a) that are submitted to the vote of the
shareholders of the Purchaser at the Shareholder Meeting in accordance with the
Proxy Statement shall have been approved by the requisite vote of the
shareholders of the Purchaser at the Shareholder Meeting in accordance with the
Proxy Statement (the “Required Shareholder Vote”). 

                          (b)       
Requisite Regulatory Approvals. All Consents required to be obtained from
or made with any Governmental Authority in order to consummate the transactions
contemplated by this Agreement, shall have been obtained or made. The Purchaser
shall effect a reverse stock split on, or prior to, the Closing Date if required
by NYSE rules in connection with the listing of the Purchaser on the NYSE
following the Closing.

                          (c)       
Requisite Consents. The Consents required to be obtained from or made
with any third Person (other than a Governmental Authority) in order to
consummate the transactions contemplated by this Agreement as set forth in
Schedule 8.1(c) shall have each been obtained or made. 

                          (d)       
No Law. No Governmental Authority shall have enacted, issued,
promulgated, enforced or entered any Law (whether temporary, preliminary or
permanent) or Order that is then in effect and which has the effect of making
the transactions or agreements contemplated by this Agreement illegal or which
otherwise prevents or prohibits consummation of the transactions contemplated by
this Agreement. 

                          (e)       
No Litigation. There shall not be any pending Action brought by a
third-party non-Affiliate to enjoin or otherwise restrict the consummation of
the Closing. 

                          (f)       
Appointment to the Board. The members of Purchaser’s board of directors
shall have been elected or appointed to Purchaser’s board of directors as of the
Closing consistent with the requirements of Section 6.16. 

            8.2       
Conditions to Obligations of the Company and the Sellers. In addition to
the conditions specified in Section 8.1, the obligations of the Company
and the Sellers to consummate the transactions contemplated by this Agreement
are subject to the satisfaction or written waiver (by the Company) of the
following conditions: 

                          (a)       
Representations and Warranties. All of the representations and warranties
of the Purchaser set forth in this Agreement and in any certificate delivered by
the Purchaser pursuant hereto shall be true and correct on and as of the date of
this Agreement and on and as of the Closing Date as if made on the Closing Date,
except for (i) those representations and warranties that address matters only as
of a particular date (which representations and warranties shall have been
accurate as of such date), and 

40 




                                       
(ii)        any failures to be true and
correct that do not materially and adversely affect the Purchaser’s ability to
consummate the transactions contemplated hereby. 

                          (b)       
Agreements and Covenants. The Purchaser shall have performed in all
material respects all of the Purchaser’s obligations and complied in all
material respects with all of the Purchaser’s agreements and covenants under
this Agreement to be performed or complied with by it on or prior to the Closing
Date. 

                          (c)       
No Material Adverse Effect. No Material Adverse Effect shall have
occurred with respect to the Purchaser (excluding the Subsidiaries of the
Purchaser) since the date of this Agreement. 

                         
(d)        Closing Deliveries.


                                        (i)       
Officer Certificate. The Purchaser shall have delivered to the Company a
certificate, dated the Closing Date, signed by an executive officer of the
Purchaser in such capacity, certifying as to the satisfaction of the conditions
specified in Sections 8.2(a), 8.2(b) and 8.2(c). 

                                        (ii)       
Secretary Certificate. The Purchaser shall have delivered to the Company
a certificate from its secretary certifying as to (A) copies of the Purchaser’s
Organizational Documents as in effect as of the Closing Date, (B) the
resolutions of the Purchaser’s board of directors authorizing the execution,
delivery and performance of this Agreement and each of the Ancillary Documents
to which it is a party or by which it is bound, and the consummation of the
transactions contemplated hereby and thereby, (C) evidence of the Required
Shareholder Vote and (D) the incumbency of officers authorized to execute this
Agreement or any Ancillary Document to which the Purchaser is or is required to
be a party or otherwise bound. 

                                        (iii)       
Good Standing. The Purchaser shall have delivered to the Company a good
standing certificate (or similar documents applicable for such jurisdictions)
for the Purchaser certified as of a date no later than five (5) days prior to
the Closing Date from the proper Governmental Authority of the Purchaser’s
jurisdiction of organization. 

                          (e)       
Effectiveness of Certain Ancillary Documents.

                                        (i)       
Non-Competition Agreements. The Non-Competition and Non-Solicitation
Agreements to be entered into by each Seller and the other Subject Parties
thereto (as defined therein) in favor of and for the benefit of the Purchaser,
the Company and each of the other Covered Parties (as defined therein) (each, a
“Non-Competition Agreement”), the form of which is attached as
Exhibit A hereto, shall be duly executed and delivered and in full force
and effect in accordance with the terms thereof as of the Closing. 

                                        (ii)       
Lock-Up Agreement. The Lock-Up Agreement to be entered into by and among
the Sellers and the Purchaser (the “Lock-Up Agreement”), the form
of which is attached as Exhibit B hereto, shall be duly executed and
delivered and in full force and effect in accordance with the terms thereof as
of the Closing. 

                                        (iii)       
Resignations. The Sellers shall have received written resignations,
effective as of the Closing, of certain of the directors and officers of the
Purchaser as requested by the Sellers prior to the Closing in accordance with
Section 6.16.

41 




            8.3       
Conditions to Obligations of the Purchaser. In addition to the conditions
specified in Section 8.1, the obligations of the Purchaser to consummate
the transactions contemplated by this Agreement are subject to the satisfaction
or written waiver (by the Purchaser) of the following conditions: 

                         
(a)        Representations and
Warranties. All of the representations and warranties of the Company and the
Sellers set forth in this Agreement and in any certificate delivered by the
Company or any Seller pursuant hereto shall be true and correct on and as of the
date of this Agreement and on and as of the Closing Date as if made on the
Closing Date, except for (i) those representations and warranties that address
matters only as of a particular date (which representations and warranties shall
have been accurate as of such date), and (ii) any failures to be true and
correct that (without giving effect to any qualifications or limitations as to
materiality or Material Adverse Effect), individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse Effect
on, or with respect to, any Target Company or adversely affects the Company’s or
Sellers’ ability to consummate the transactions contemplated hereby.

                          (b)       
Agreements and Covenants. The Company and each Seller shall have
performed in all material respects all of such Party’s obligations and complied
in all material respects with all of such Party’s agreements and covenants under
this Agreement to be performed or complied with by it on or prior to the Closing
Date. 

                          (c)       
No Material Adverse Effect. No Material Adverse Effect shall have
occurred with respect to any Target Company since the date of this Agreement.


                          (d)       
Closing Deliveries.

                                        (i)       
Officer Certificate. The Purchaser shall have received a certificate from
the Company, dated as the Closing Date, signed by an executive officer of the
Company in such capacity, certifying as to the satisfaction of the conditions
specified in Sections 8.3(a), 8.3(b) and 8.3(c). 

                                        (ii)       
Seller Certificate. The Purchaser shall have received a certificate from
each Seller, dated as of the Closing Date, signed by such Seller, certifying as
to the satisfaction of the conditions specified in Sections 8.3(a) and
8.3(b) with respect to such Seller.

                                        (iii)       
Secretary Certificate. The Company shall have delivered to the Purchaser
a certificate from its secretary certifying as to (A) copies of the Company’s
Organizational Documents as in effect as of the Closing Date, (B) the
resolutions of the Company’s board of directors and shareholders authorizing the
execution, delivery and performance of this Agreement and each of the Ancillary
Documents to which it is a party or by which it is bound, and the consummation
of the transactions contemplated hereby and thereby, and (C) the incumbency of
officers authorized to execute this Agreement or any Ancillary Document to which
the Company is or is required to be a party or otherwise bound. 

                                        (iv)       
Good Standing. The Company shall have delivered to the Purchaser good
standing certificates (or similar documents applicable for such jurisdictions)
for each Target Company certified as of a date no later than five (5) days prior
to the Closing Date from the proper Governmental Authority of the Target
Company’s jurisdiction of organization and from each other jurisdiction in which
the Target Company is qualified to conduct business as a foreign corporation or
other entity as of the Closing, in each case to the extent that good standing
certificates or similar documents are generally available in such jurisdictions.


42 




                                        (v)       
Certified Charter. A copy of the Company Charter, as in effect as of the
Closing, certified by the appropriate Governmental Authority of the British
Virgin Islands as of a date no more than ten (10) Business Days prior to the
Closing Date. 

                                        (vi)       
Employment Agreements. The Purchaser shall have received employment
agreements, in each case effective as of the Closing, in form and substance
reasonably satisfactory to the Purchaser (the “Employment
Agreements”), between each of the persons set forth Schedule
8.3(d)(vi) hereto and the applicable Target Company or the Purchaser, as
noted in Schedule 8.3(d)(vi), each such Employment Agreement duly
executed by the parties thereto.

                                        (vii)       
Legal Opinion. The Purchaser shall have received from the Company a copy
of a duly executed legal opinion addressed to the Purchaser and dated as of the
Closing Date from the Company’s legal counsel, Allbright Law Offices, in form
and substance reasonably satisfactory to the Purchaser.

                                        (viii)     
Share Certificates and Transfer Instruments. The Purchaser shall have
received from each Seller share certificates representing the Purchased Shares
(or duly executed affidavits of lost stock certificates and indemnities in forms
and substance reasonably acceptable to the Purchaser), together with executed
instruments of transfer in respect of the Purchased Shares in favor of the
Purchaser (or its nominee) and in form reasonably acceptable for transfer on the
books of the Company. 

                                        (ix)       
Board Resolutions. The Purchaser shall have received duly executed
written resolutions of the board of directors of the Company, in the agreed
form, approving: the transfer of the Purchased Shares to the Purchaser (or its
nominee) at Closing; and the appointment of such persons as directors and/or
officers of the Company as the Purchaser may request prior to Closing.

                                        (x)       
Conflicts of Interest Policy. The Company shall have adopted the
Conflicts of Interest Policy in form and substance reasonably acceptable to the
Purchaser and delivered a copy thereof to the Purchaser. 

                                        (xi)       
Effectiveness of Certain Ancillary Documents. Each of the Non-Competition
Agreements and the Lock-Up Agreement shall be duly executed and delivered and in
full force and effect in accordance with the terms thereof as of the Closing.


            8.4       
Frustration of Conditions. Notwithstanding anything contained herein to
the contrary, no Party may rely on the failure of any condition set forth in
this Article VIII to be satisfied if such failure was caused by the
failure of such Party or its Affiliates (or with respect to the Company, any
Seller) to comply with or perform any of its covenants or obligations set forth
in this Agreement. 

ARTICLE IX 
TERMINATION AND EXPENSES



            9.1       
Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing as
follows: 

                          (a)       
by mutual written consent of the Purchaser and the Company; 

                          (b)       
by written notice by the Purchaser or the Company if any of the conditions to
the Closing set forth in Article VIII have not been satisfied or waived
by the six (6) month anniversary of the date of this Agreement (the
“Outside Date”); provided, however, the right to
terminate this Agreement under this Section 9.1(b) shall not be available
to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, the Sellers) of any
representation, warranty, covenant or obligation under this Agreement was the
cause of, or resulted in, the failure of the Closing to occur on or before the
Outside Date; 

43 




            (c)       
by written notice by either the Purchaser or the Company if a Governmental
Authority of competent jurisdiction shall have issued an Order or taken any
other action permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such Order or other action has
become final and non-appealable; provided, however, that the right
to terminate this Agreement pursuant to this Section 9.1(c) shall not be
available to a Party if the failure by such Party or its Affiliates (or with
respect to the Company, the Sellers) to comply with any provision of this
Agreement has been a substantial cause of, or substantially resulted in, such
action by such Governmental Authority; 

                          (d)       
by written notice by the Company, if (i) there has been a breach by the
Purchaser of any of its representations, warranties, covenants or agreements
contained in this Agreement, or if any representation or warranty of the
Purchaser shall have become untrue or inaccurate, in any case, which would
result in a failure of a condition set forth in Section 8.2(a) or
Section 8.2(b) to be satisfied (treating the Closing Date for such
purposes as the date of this Agreement or, if later, the date of such breach),
and (ii) the breach or inaccuracy is incapable of being cured or is not cured
within the earlier of (A) twenty (20) days after written notice of such breach
or inaccuracy is provided by the Company or (B) the Outside Date; 

                          (e)       
by written notice by the Purchaser, if (i) there has been a breach by the
Company or the Sellers of any of their respective representations, warranties,
covenants or agreements contained in this Agreement, or if any representation or
warranty of such Parties shall have become untrue or inaccurate, in any case,
which would result in a failure of a condition set forth in Section
8.3(a) or Section 8.3(b) to be satisfied (treating the Closing
Date for such purposes as the date of this Agreement or, if later, the date of
such breach), and (ii) the breach or inaccuracy is incapable of being cured or
is not cured within the earlier of (A) twenty (20) days after written notice of
such breach or inaccuracy is provided by the Purchaser or (B) the Outside Date;


                         
(f)        by written notice by the Purchaser
if there shall have been a Material Adverse Effect on the Target Companies
following the date of this Agreement which is uncured and continuing; or 

                          (g)       
by written notice by the Purchaser if the Shareholder Meeting is held and the
Required Shareholder Vote is not obtained as such meeting. 

            9.2       
Effect of Termination. This Agreement may only be terminated in the
circumstances described in Section 9.1 and pursuant to a written notice
delivered by the applicable Party to the other applicable Parties, which sets
forth the basis for such termination, including the provision of Section
9.1 under which such termination is made. In the event of the valid
termination of this Agreement pursuant to Section 9.1, this Agreement
shall forthwith become void, and there shall be no Liability on the part of any
Party or any of their respective Representatives, and all rights and obligations
of each Party shall cease, except: (i) Sections 6.12, 6.13,
9.3, 9.4, Article XI and this Section 9.2 shall
survive the termination of this Agreement, and (ii) nothing herein shall relieve
any Party from Liability for any willful breach of any representation, warranty,
covenant or obligation under this Agreement or any Fraud Claim against such
Party, in either case, prior to termination of this Agreement (in each case of
clauses (i) and (ii) above). Without limiting the foregoing, and except as
provided in Sections 9.3 and 9.4 and this Section
9.2, the Parties’ sole right prior to the Closing with respect to any
breach of any representation, warranty, covenant or other agreement contained in
this Agreement by another Party or with respect to the transactions contemplated by this Agreement shall be the right,
if applicable, to terminate this Agreement pursuant to Section 9.1. 

44 




            9.3       
Fees and Expenses. Subject to Section 9.4, all Expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the Party incurring such expenses. As used in this Agreement,
“Expenses” shall include all out-of-pocket expenses (including all
fees and expenses of counsel, accountants, investment bankers, financial
advisors, financing sources, experts and consultants to a Party hereto or any of
its Affiliates) incurred by a Party or on its behalf in connection with or
related to the authorization, preparation, negotiation, execution or performance
of this Agreement or any Ancillary Document related hereto and all other matters
related to the consummation of this Agreement.

            9.4       
Termination Fee. Notwithstanding Section 9.3 above, in the event
that there is a termination of this Agreement (a) by the Purchaser pursuant to
Section 9.1(e) or Section 9.1(f) or (b) by the Company pursuant to
Section 9.1(d), the breaching Party shall pay to the other Party a
termination fee equal to the Expenses actually incurred by or on behalf of such
other Party or any of its Affiliates in connection with the authorization,
preparation, negotiation, execution or performance of this Agreement or the
transactions contemplated hereby, including any related SEC filings and the
Proxy Documents (the “Termination Fee”). The Termination Fee shall
be paid by wire transfer of immediately available funds to an account designated
in writing by the Purchaser or the Company, respectively, within ten (10)
Business Days after such Party delivers to the other Party the amount of such
Expenses, along with reasonable documentation in connection therewith.
Notwithstanding anything to the contrary in this Agreement, the Parties
expressly acknowledge and agree that, with respect to any termination of this
Agreement in circumstances where the Termination Fee is payable, the payment of
the Termination Fee shall, in light of the difficulty of accurately determining
actual damages, constitute liquidated damages with respect to any claim for
damages or any other claim which any Party would otherwise be entitled to assert
against the other Party or its Affiliates or any of their respective assets, or
against any of their respective directors, officers, employees or shareholders
with respect to this Agreement and the transactions contemplated hereby and
shall constitute the sole and exclusive remedy available to the Parties,
provided, that the foregoing shall not limit the rights of any Party to
seek specific performance or other injunctive relief in lieu of terminating this
Agreement.

ARTICLE X 
RELEASES


            10.1    
 Release and Covenant Not to Sue. Effective as of the Closing, to
the fullest extent permitted by applicable Law, each Seller, on behalf of itself
and its Affiliates and any Person that owns any share or other equity interest
in or of such Seller (the “Releasing Persons”), hereby releases
and discharges the Target Companies from and against any and all Actions,
obligations, agreements, debts and Liabilities whatsoever, whether known or
unknown, both at law and in equity, which such Releasing Person now has, has
ever had or may hereafter have against the Target Companies arising on or prior
to the Closing Date or on account of or arising out of any matter occurring on
or prior to the Closing Date, including any rights to indemnification or
reimbursement from a Target Company, whether pursuant to its Organizational
Documents, Contract or otherwise, and whether or not relating to claims pending
on, or asserted after, the Closing Date. From and after the Closing, each
Releasing Person hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any Action, or commencing or causing to be commenced, any
Action of any kind against the Target Companies or their respective Affiliates,
based upon any matter purported to be released hereby. Notwithstanding anything
herein to the contrary, the releases and restrictions set forth herein shall not
apply to any claims a Releasing Person may have against any party pursuant to
the terms and conditions of this Agreement or any Ancillary Document. 

45 




ARTICLE XI 
MISCELLANEOUS



            11.1     
Notices. All notices, consents, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with
affirmative confirmation of receipt, (iii) one Business Day after being sent, if
sent by reputable, nationally recognized overnight courier service or (iv) three
(3) Business Days after being mailed, if sent by registered or certified mail,
pre-paid and return receipt requested, in each case to the applicable Party at
the following addresses (or at such other address for a Party as shall be
specified by like notice): 

	 	 
	If to the Purchaser at or prior to the Closing, to:
    	with a copy (which will not constitute
      notice) to: 
	  	  
	American Lorain Corporation 	Ellenoff Grossman & Schole LLP 
	BeihuanZhong Road 	1345 Avenue of the Americas, 11th Floor 
	Junan County 	New York, New York 10105 
	Shandong, People’s Republic of China, 276600 	Attention: Richard I. Anslow, Esq. 
	Attention: Si Chen 	Facsimile No.: (212) 370-7889 
	Telephone No.: (86) 539-7317959 	Telephone No.: (212) 370-1300 
	Email: chensi@usalr.cn
	Email: ranslow@egsllp.com 
	  	  
	 	 
	If to the Company, to: 	with a copy (which will not constitute
      notice) to: 
	  	  
	Shengrong Environmental Protection Holding Company 	Allbright Law Offices 
	Limited 	1, 12/F, Shanghai Tower 
	Building 3, Qiaokou Nanniwan, 8th Avenue, Changfeng 	No.501,Yincheng Middle Road, Pudong New Area  
	Science and Technology Industrial Park West, Wuhan City,	Shanghai 200120 P. R. China 
	P.R. China 	Attention: Steve Zhu 
	Attention: Jiazhen Li 	Facsimile No.: (86) 21 2051 1999 
	Facsimile No.: +86 27-83305560 	Telephone No.: (86) 21 2051 1000 
	Telephone No.: +86 27-83305561 	Email: Stevezhu@allbrightlaw.com 
	Email: 576332670@qq.com
    	  
	  	  
	 	 
	If to any Seller, to: 	  
	  	  
	Shengrong Environmental Protection Holding Company 	  
	Limited 	  
	Attention: Jiazhen Li 	  
	Facsimile No.: +86 27-83305560 	  
	Telephone No.: +86 27-83305561 	  
	Email: 576332670@qq.com
    	  
	 	 


46 





	 	 
	If to the Purchaser after the Closing, to: 	with a copy (which will not constitute
      notice) to: 
	  	  
	Shengrong Environmental Protection Holding Company 	Allbright Law Offices 
	Limited 	1, 12/F, Shanghai Tower 
	Building 3, Qiaokou Nanniwan, 8th Avenue, Changfeng 	No.501,Yincheng Middle Road, Pudong New Area  
	Science and Technology Industrial Park West, Wuhan City,	Shanghai 200120 P. R. China 
	P.R. China 	Attention: Steve Zhu 
	Attention: Jiazhen Li 	Facsimile No.: (86) 21 2051 1999 
	Facsimile No.: +86 27-83305560 	Telephone No.: (86) 21 2051 1000 
	Telephone No.: +86 27-83305561 	Email: Stevezhu@allbrightlaw.com 
	Email: 576332670@qq.com 	and 
	  	  
	  	Ellenoff Grossman & Schole LLP 
	  	1345 Avenue of the Americas, 11th Floor 
	  	New York, New York 10105 
	  	Attention: Richard Anslow, Esq. 
	  	Facsimile No.: (212) 370-7889 
	  	Telephone No.: (212) 370-1300 
	  	Email:
      ranslow@egsllp.com 


            11.2    
 Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns. This Agreement
shall not be assigned by operation of Law or otherwise without the prior written
consent of the Purchaser and the Company, and any assignment without such
consent shall be null and void; provided that no such assignment shall
relieve the assigning Party of its obligations hereunder. 

            11.3     
Third Parties. Nothing contained in this Agreement or in any instrument
or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been
executed for the benefit of, any Person that is not a Party hereto or thereto or
a successor or permitted assign of such a Party. 

            11.4    
 Arbitration. Any and all disputes, controversies and claims (other
than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of
a resolution under this Section 11.4) arising out of, related to, or in
connection with this Agreement or the transactions contemplated hereby (a
“Dispute”) shall be governed by this Section 11.4. A party
must, in the first instance, provide written notice of any Disputes to the other
parties subject to such Dispute, which notice must provide a reasonably detailed
description of the matters subject to the Dispute. The parties involved in such
Dispute shall seek to resolve the Dispute on an amicable basis within ten (10)
Business Days of the notice of such Dispute being received by such other parties
subject to such Dispute (the “Resolution Period”);
provided, that if any Dispute would reasonably be expected to have become
moot or otherwise irrelevant if not decided within sixty (60) days after the
occurrence of such Dispute, then there shall be no Resolution Period with
respect to such Dispute. Any Dispute that is not resolved during the Resolution
Period may immediately be referred to and finally resolved by arbitration
pursuant to the then-existing Expedited Procedures of the Commercial Arbitration
Rules (the “AAA Procedures”) of the American Arbitration
Association (the “AAA”). Any party involved in such Dispute may
submit the Dispute to the AAA to commence the proceedings after the Resolution
Period. To the extent that the AAA Procedures and this Agreement are in
conflict, the terms of this Agreement shall control. The arbitration shall be
conducted by one arbitrator nominated by the AAA promptly (but in any event
within five (5) Business Days) after the submission of the Dispute to the AAA
and reasonably acceptable to each party subject to the Dispute, which arbitrator
shall be a commercial lawyer with substantial experience arbitrating disputes
under acquisition agreements. The arbitrator shall accept his or her appointment
and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and
acceptance by the parties subject to the Dispute. The proceedings shall be
streamlined and efficient. The arbitrator shall decide the Dispute in accordance
with the substantive law of the state of New York. Time is of the essence. Each
party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty (20) days after confirmation of the appointment of the arbitrator.
The arbitrator shall have the power to order any party to do, or to refrain from
doing, anything consistent with this Agreement, the Ancillary Documents and
applicable Law, including to perform its contractual obligation(s); provided,
that the arbitrator shall be limited to ordering pursuant to the foregoing power
(and, for the avoidance of doubt, shall order) the relevant party (or parties,
as applicable) to comply with only one or the other of the proposals. The
arbitrator’s award shall be in writing and shall include a reasonable
explanation of the arbitrator’s reason(s) for selecting one or the other
proposal. The seat of arbitration shall be in New York County, State of New
York. The language of the arbitration shall be English. 

47 




            11.5     
Governing Law; Jurisdiction. This Agreement shall be governed by,
construed and enforced in accordance with the Laws of the State of New York
without regard to the conflict of laws principles thereof. Subject to Section
11.4, all Actions arising out of or relating to this Agreement shall be
heard and determined exclusively in any state or federal court located in New
York, New York (or in any court in which appeal from such courts may be taken)
(the “Specified Courts”). Subject to Section 11.4,
each Party hereto hereby (a) submits to the exclusive jurisdiction of any
Specified Court for the purpose of any Action arising out of or relating to this
Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not
to assert by way of motion, defense or otherwise, in any such Action, any claim
that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the
Action is brought in an inconvenient forum, that the venue of the Action is
improper, or that this Agreement or the transactions contemplated hereby may not
be enforced in or by any Specified Court. Each Party agrees that a final
judgment in any Action shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law.
Each Party irrevocably consents to the service of the summons and complaint and
any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by
personal delivery of copies of such process to such Party at the applicable
address set forth in Section 11.1. Nothing in this Section 11.5
shall affect the right of any Party to serve legal process in any other manner
permitted by Law. 

            11.6    
 WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK
TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
11.6. 

            11.7    
 Specific Performance. Each Party acknowledges that the rights of
each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any
Party, money damages may be inadequate and the non-breaching Parties may have
not adequate remedy at law, and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed by an
applicable Party in accordance with their specific terms or were otherwise
breached. Accordingly, each Party shall be entitled to seek an injunction or
restraining order to prevent breaches of this Agreement and to seek to enforce
specifically the terms and provisions hereof, without the requirement to
post any bond or other security or to prove that money damages would be
inadequate, this being in addition to any other right or remedy to which such
Party may be entitled under this Agreement, at law or in equity. 

48 




            11.8    
 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in a jurisdiction, such provision shall be
modified or deleted, as to the jurisdiction involved, only to the extent
necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or
enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that
carries out, so far as may be valid, legal and enforceable, the intent and
purpose of such invalid, illegal or unenforceable provision. 

            11.9    
 Amendment. This Agreement may be amended, supplemented or modified
only by execution of a written instrument signed by the Purchaser and the
Company. 

            11.10   
Waiver. The Purchaser on behalf of itself and its Affiliates, on the one
hand, and the Company on behalf of itself and its Affiliates, may in its sole
discretion (i) extend the time for the performance of any obligation or other
act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the
representations and warranties by such other non-Affiliated Party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
by such other non-Affiliated Party with any covenant or condition contained
herein. Any such extension or waiver shall be valid only if set forth in an
instrument in writing signed by the Party or Parties to be bound thereby.
Notwithstanding the foregoing, no failure or delay by a Party in exercising any
right hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise of any other
right hereunder.

            11.11  
 Entire Agreement. This Agreement and the documents or instruments
referred to herein, including any exhibits, annexes and schedules attached
hereto, which exhibits, annexes and schedules are incorporated herein by
reference, together with the Ancillary Documents, embody the entire agreement
and understanding of the Parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein or the documents or instruments referred to herein, which
collectively supersede all prior agreements and the understandings among the
Parties with respect to the subject matter contained herein.

            11.12  
 Interpretation. The table of contents and the Article and Section
headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the Parties and shall not in any way affect the
meaning or interpretation of this Agreement. In this Agreement, unless the
context otherwise requires: (a) any pronoun used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and words in the
singular, including any defined terms, include the plural and vice versa; (b)
reference to any Person includes such Person’s successors and assigns but, if
applicable, only if such successors and assigns are permitted by this Agreement,
and reference to a Person in a particular capacity excludes such Person in any
other capacity; (c) any accounting term used and not otherwise defined in this
Agreement or any Ancillary Document has the meaning assigned to such term in
accordance with GAAP; (d) “including” (and with correlative meaning “include”)
means including without limiting the generality of any description preceding or
succeeding such term and shall be deemed in each case to be followed by the
words “without limitation”; (e) the words “herein,” “hereto,” and “hereby” and
other words of similar import in this Agreement shall be deemed in each case to
refer to this Agreement as a whole and not to any particular Section or other
subdivision of this Agreement; (f) the word “if” and other words of similar import when used herein
shall be deemed in each case to be followed by the phrase “and only if”; (g) the
term “or” means “and/or”; (h) any reference to the term “ordinary course” or
“ordinary course of business” shall be deemed in each case to be followed by the
words “consistent with past practice”; (i) any agreement, instrument, insurance
policy, Law or Order defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument,
insurance policy, Law or Order as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes, regulations, rules or orders) by
succession of comparable successor statutes, regulations, rules or orders and
references to all attachments thereto and instruments incorporated therein; (j)
except as otherwise indicated, all references in this Agreement to the words
“Section,” “Article”, “Schedule”, “Exhibit” and “Annex” are intended to refer to
Sections, Articles, Schedules, Exhibits and Annexes to this Agreement; and (k)
the term “Dollars” or “$” means United States dollars. Any reference in this
Agreement to a Person’s directors shall include any member of such Person’s
governing body and any reference in this Agreement to a Person’s officers shall
include any Person filling a substantially similar position for such Person. Any
reference in this Agreement or any Ancillary Document to a Person’s shareholders
shall include any applicable owners of the equity interests of such Person, in
whatever form, including with respect to the Purchaser its shareholders under
the NRS or its Organizational Documents. The Parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement. To the extent that any Contract,
document, certificate or instrument is represented and warranted to by the
Company to be given, delivered, provided or made available by the Company, in
order for such Contract, document, certificate or instrument to have been deemed
to have been given, delivered, provided and made available to the Purchaser or
its Representatives, such Contract, document, certificate or instrument shall
have been posted to the electronic data site maintained on behalf of the Company
for the benefit of the Purchaser and its Representatives and the Purchaser and
its Representatives have been given access to the electronic folders containing
such information. 

49 




            11.13  
 Counterparts. This Agreement may be executed and delivered
(including by facsimile or other electronic transmission) in one or more
counterparts, and by the different Parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. 

ARTICLE XII 
DEFINITIONS


            12.1     
Certain Definitions. For purpose of this Agreement, the following
capitalized terms have the following meanings: 

                          “Action” means any
  notice of noncompliance or violation, or any claim, demand, charge, action,
  suit, litigation, audit, settlement, complaint, stipulation, assessment or
  arbitration, or any request (including any request for information), inquiry,
  hearing, proceeding or investigation, by or before any Governmental Authority.

                          “Affiliate”
means, with respect to any Person, any other Person directly or indirectly
Controlling, Controlled by, or under common Control with such Person.

                          “Ancillary
Documents” means each agreement, instrument or document attached hereto
as an Exhibit, including the Non-Competition Agreements and the Lock-Up
Agreement and the other agreements, certificates and instruments to be executed or
delivered by any of the Parties in connection with or pursuant to this
Agreement. 

50 




                          “Benefit
Plans” of any Person means any and all deferred compensation, executive
compensation, incentive compensation, equity purchase or other equity-based
compensation plan, employment or consulting, severance or termination pay,
holiday, vacation or other bonus plan or practice, hospitalization or other
medical, life or other insurance, supplemental unemployment benefits, profit
sharing, pension, or retirement plan, program, agreement, commitment or
arrangement, and each other employee benefit plan, program, agreement or
arrangement, including each “employee benefit plan” as such term is defined
under Section 3(3) of ERISA, maintained or contributed to or required to be
contributed to by a Person for the benefit of any employee or terminated
employee of such Person, or with respect to which such Person has any Liability,
whether direct or indirect, actual or contingent, whether formal or informal,
and whether legally binding or not. 

                          “Business
Day” means any day other than a Saturday, Sunday or a legal holiday on
which commercial banking institutions in New York, New York are authorized to
close for business. 

                          “BVI
Act” means the British Virgin Islands Business Companies Act, 2004, as
amended. 

                         
“Code” means the Internal Revenue Code of 1986, as amended, and
any successor statute thereto, as amended. Reference to a specific section of
the Code shall include such section and any valid treasury regulation
promulgated thereunder. 

                          “Company
Charter” means the memorandum and articles of association of the
Company, as amended and effective under the BVI Act. 

                          “Company
Confidential Information” means all confidential or proprietary
documents and information concerning the Target Companies or the Sellers or any
of their respective Representatives, furnished in connection with this Agreement
or the transactions contemplated hereby; provided, however, that
Company Confidential Information shall not include any information which, (i) at
the time of disclosure by the Purchaser or its Representatives, is generally
available publicly and was not disclosed in breach of this Agreement or (ii) at
the time of the disclosure by the Company, the Sellers or their respective
Representatives to the Purchaser or its Representatives was previously known by
such receiving party without violation of Law or any confidentiality obligation
by the Person receiving such Company Confidential Information. 

                          “Company
Ordinary Shares” means the shares of par value $1.00 each in the
Company. 

                         
“Consent” means any consent, approval, waiver, authorization or
Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person. 

                          “Contracts”
means all contracts, agreements, binding arrangements, bonds, notes, indentures,
mortgages, debt instruments, purchase order, licenses (and all other contracts,
agreements or binding arrangements concerning Intellectual Property),
franchises, leases and other instruments or obligations of any kind, written or
oral (including any amendments and other modifications thereto). 

                          “Control”
of a Person means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract, or otherwise.
“Controlled”, “Controlling” and “under common Control with” have correlative
meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the
“10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such
Person to cast ten percent (10%) or more of the votes for election of directors
or equivalent governing authority of the Controlled Person or (ii) entitled to
be allocated or receive ten percent (10%) or more of the profits, losses, or
distributions of the Controlled Person; (b) an officer, director, general
partner, partner (other than a limited partner), manager, or member (other than
a member having no management authority that is not a 10% Owner) of the
Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt,
uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or
brother-in-law of an Affiliate of the Controlled Person or a trust for the
benefit of an Affiliate of the Controlled Person or of which an Affiliate of the
Controlled Person is a trustee. 

51 




                          “Copyrights”
means any works of authorship, mask works and all copyrights therein, including
all renewals and extensions, copyright registrations and applications for
registration and renewal, and non-registered copyrights. 

                          “Environmental
Law” means any Law in any way relating to (a) the protection of human
health and safety, (b) the protection, preservation or restoration of the
environment and natural resources (including air, water vapor, surface water,
groundwater, drinking water supply, surface land, subsurface land, plant and
animal life or any other natural resource), or (c) the exposure to, or the use,
storage, recycling, treatment, generation, transportation, processing, handling,
labeling, production, release or disposal of Hazardous Materials. 

                          “Environmental
Liabilities” means, in respect of any Person, all Liabilities,
obligations, responsibilities, Remedial Actions, Losses, damages, costs, and
expenses (including all reasonable fees, disbursements, and expenses of counsel,
experts, and consultants and costs of investigation and feasibility studies),
fines, penalties, sanctions, and interest incurred as a result of any claim or
demand by any other Person or in response to any violation of Environmental Law,
whether known or unknown, accrued or contingent, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
to the extent based upon, related to, or arising under or pursuant to any
Environmental Law, Environmental Permit, Order, or Contract with any
Governmental Authority or other Person, that relates to any environmental,
health or safety condition, violation of Environmental Law, or a Release or
threatened Release of Hazardous Materials. 

                         
“ERISA” means the Employee Retirement Income Security Act of 1974,
as amended. 

                         
“Exchange Act” means the Securities Exchange Act of 1934, as
amended. 

                          “Foreign
Plan” means any plan, fund (including any superannuation fund) or other
similar program or arrangement established or maintained outside the United
States by the Company or any one or more of its Subsidiaries primarily for the
benefit of employees of the Company or such Subsidiaries residing outside the
United States, which plan, fund or other similar program or arrangement
provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code. 

                          “Fraud
Claim” means any claim based in whole or in part upon fraud, willful
misconduct or intentional misrepresentation. 

                          “GAAP”
means generally accepted accounting principles as in effect in the United States
of America. 

52 




                          “Governmental
Authority” means any federal, state, local, foreign or other
governmental, quasi-governmental or administrative body, instrumentality,
department or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission, or other similar dispute-resolving panel or body.


                          “Hazardous
Material” means any waste, gas, liquid or other substance or material
that is defined, listed or designated as a “hazardous substance”, “pollutant”,
“contaminant”, “hazardous waste”, “regulated substance”, “hazardous chemical”,
or “toxic chemical” (or by any similar term) under any Environmental Law, or any
other material regulated, or that could result in the imposition of Liability or
responsibility, under any Environmental Law, including petroleum and its
by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea
formaldehyde insulation. 

                          “Indebtedness”
of any Person means (a) all indebtedness of such Person for borrowed money
(including the outstanding principal and accrued but unpaid interest) or for the
deferred purchase price of property or services, (b) any other indebtedness of
such Person that is evidenced by a note, bond, debenture, credit agreement or
similar instrument, (c) all obligations of such Person under leases that should
be classified as capital leases in accordance with GAAP, (d) all obligations of
such Person for the reimbursement of any obligor on any line or letter of
credit, banker’s acceptance, guarantee or similar credit transaction, in each
case, that has been drawn or claimed against, (e) all obligations of such Person
in respect of acceptances issued or created, (f) all interest rate and currency
swaps, caps, collars and similar agreements or hedging devices under which
payments are obligated to be made by such Person, whether periodically or upon
the happening of a contingency, (g) all obligations secured by an Lien on any
property of such Person and (h) any premiums, prepayment fees or other
penalties, fees, costs or expenses associated with payment of any Indebtedness
of such Person and (h) all obligation described in clauses (a) through (g) above
of any other Person which is directly or indirectly guaranteed by such Person or
which such Person has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which it has otherwise assured a creditor
against loss. 

                          “Intellectual
Property” means all of the following as they exist in any jurisdiction
throughout the world: Patents, Trademarks, Copyrights, Trade Secrets, Internet
Assets, Software and other intellectual property, and all licenses, sublicenses
and other agreements or permissions related to the preceding property. 

                          “Internet
Assets” means any all domain name registrations, web sites and web pages
and related rights, items and documentation related thereto. 

                          “Knowledge”
means, with respect to (i) the Company, the actual knowledge of the executive
officers or directors of any Target Company, including Jiazhen Li, after due
inquiry or (ii) any other Party, the actual knowledge of its directors and
executive officers, after due inquiry. 

                          “Law”
means any federal, state, local, municipal, foreign or other law, statute,
legislation, principle of common law, ordinance, code, edict, decree,
proclamation, treaty, convention, rule, regulation, directive, requirement,
writ, injunction, settlement, Order or Consent that is or has been issued,
enacted, adopted, passed, approved, promulgated, made, implemented or otherwise
put into effect by or under the authority of any Governmental Authority. 

                          “Liabilities”
means any and all liabilities, Indebtedness, Actions or obligations of any
nature (whether absolute, accrued, contingent or otherwise, whether known or
unknown, whether direct or indirect, whether matured or unmatured and whether
due or to become due), including Tax liabilities due or to become due. 

53 




                          “Lien”
means any mortgage, pledge, security interest, attachment, right of first
refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind
(including any conditional sale or other title retention agreement or lease in
the nature thereof), restriction (whether on voting, sale, transfer, disposition
or otherwise), any subordination arrangement in favor of another Person, any
filing or agreement to file a financing statement as debtor under the Uniform
Commercial Code or any similar Law. 

                          “Material
Adverse Effect” means, with respect to any specified Person, any fact,
event, occurrence, change or effect that has had, or would reasonably be
expected to have, individually or in the aggregate, a material adverse effect
upon (a) the business, assets, Liabilities, results of operations, prospects or
condition (financial or otherwise) of such Person and its Subsidiaries, taken as
a whole, or (b) the ability of such Person or any of its Subsidiaries on a
timely basis to consummate the transactions contemplated by this Agreement or
the Ancillary Documents to which it is a party or bound or to perform its
obligations hereunder or thereunder; provided, however, that any
changes or effects directly or indirectly attributable to, resulting from,
relating to or arising out of the following (by themselves or when aggregated
with any other, changes or effects) shall not be deemed to be, constitute, or be
taken into account when determining whether there has or may, would or could
have occurred a Material Adverse Effect: (i) general changes in the financial or
securities markets or general economic or political conditions in the country or
region in which such Person or any of its Subsidiaries do business; (ii)
changes, conditions or effects that generally affect the industries in which
such Person or any of its Subsidiaries principally operate; (iii) changes in
GAAP or other applicable accounting principles or mandatory changes in the
regulatory accounting requirements applicable to any industry in which such
Person and its Subsidiaries principally operate; (iv) conditions caused by acts
of God, terrorism, war (whether or not declared) or natural disaster; (v) any
failure in and of itself by such Person and its Subsidiaries to meet any
internal or published budgets, projections, forecasts or predictions of
financial performance for any period (provided that the underlying cause of any
such failure may be considered in determining whether a Material Adverse Effect
has occurred or would reasonably be expected to occur to the extent not excluded
by another exception herein); provided further, however, that any
event, occurrence, fact, condition, or change referred to in clauses (i) - (iv)
immediately above shall be taken into account in determining whether a Material
Adverse Effect has occurred or could reasonably be expected to occur to the
extent that such event, occurrence, fact, condition, or change has a
disproportionate effect on such Person or any of its Subsidiaries compared to
other participants in the industries in which such Person or any of its
Subsidiaries primarily conducts its businesses.

                         
“NRS” means Nevada Revised Statutes, as amended. 

                          “NYSE”
means NYSE MKT LLC. 

                          “Organizational
Documents” means, with respect to the Purchaser, the Purchaser Charter,
and with respect to any other Party, its Certificate of Incorporation and Bylaws
or similar organizational documents, in each case, as amended. 

                          “Order”
means any order, decree, ruling, judgment, injunction, writ, determination,
binding decision, verdict, judicial award or other action that is or has been
made, entered, rendered, or otherwise put into effect by or under the authority
of any Governmental Authority. 

                          “Patents”
means any patents, patent applications and the inventions, designs and
improvements described and claimed therein, patentable inventions, and other
patent rights (including any divisionals, provisionals, continuations,
continuations-in-part, substitutions, or reissues thereof, whether or not
patents are issued on any such applications and whether or not any such
applications are amended, modified, withdrawn, or refiled). 

54 




                          “Permits”
means all federal, state, local or foreign or other third-party permits, grants,
easements, consents, approvals, authorizations, exemptions, licenses,
franchises, concessions, ratifications, permissions, clearances, confirmations,
endorsements, waivers, certifications, designations, ratings, registrations,
qualifications or orders of any Governmental Authority or any other Person. 

                          “Permitted
Liens” means (a) Liens for Taxes or assessments and similar governmental
charges or levies, which either are (i) not delinquent or (ii) being contested
in good faith and by appropriate proceedings, and adequate reserves have been
established with respect thereto, (b) other Liens imposed by operation of Law
arising in the ordinary course of business for amounts which are not due and
payable and as would not in the aggregate materially adversely affect the value
of, or materially adversely interfere with the use of, the property subject
thereto, (c) Liens incurred or deposits made in the ordinary course of business
in connection with social security, (d) Liens on goods in transit incurred
pursuant to documentary letters of credit, in each case arising in the ordinary
course of business, or (v) Liens arising under this Agreement or any Ancillary
Document. 

                          “Person”
means an individual, corporation, partnership (including a general partnership,
limited partnership or limited liability partnership), limited liability
company, association, trust or other entity or organization, including a
government, domestic or foreign, or political subdivision thereof, or an agency
or instrumentality thereof. 

                          “Personal
Property” means any machinery, equipment, tools, vehicles, furniture,
leasehold improvements, office equipment, plant, parts and other tangible
personal property.

                          “Purchaser
Charter” means the articles of incorporation of the Purchaser, as
amended and effective under the NRS. 

                          “Purchaser
Confidential Information” means all confidential or proprietary
documents and information concerning the Purchaser, its Subsidiaries or any of
its Representatives; provided, however, that Purchaser
Confidential Information shall not include any information which, (i) at the
time of disclosure by the Company, any Seller or their respective
Representatives, is generally available publicly and was not disclosed in breach
of this Agreement or (ii) at the time of the disclosure by the Purchaser or its
Representatives to the Company, any Seller or their respective Representatives
was previously known by such receiving party without violation of Law or any
confidentiality obligation by the Person receiving such Purchaser Confidential
Information. For the avoidance of doubt, from and after the Closing, Purchaser
Confidential Information will include the confidential or proprietary
information of the Target Companies. 

                          “Purchaser
Shares” means the shares of common stock, par value $0.001 per share, of
the Purchaser. 

                          “Purchaser
Share Price” shall mean the average closing trade price of each
Purchaser Share (or any successor equity security, including equity securities
of a successor entity issued in exchange for Purchaser Shares) as listed by NYSE
(or any successor exchange or quotation system on which such shares are listed
or quoted) for the twenty (20) day trading period ending on the trading day
immediately prior to the date of determination.

                          “Release”
means any release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, or leaching into the indoor or outdoor
environment, or into or out of any property. 

55 




                          “Remedial
Action” means all actions to (i) clean up, remove, treat, or in any
other way address any Hazardous Material, (ii) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment, (iii) perform pre-remedial
studies and investigations or post-remedial monitoring and care, or (iv) correct
a condition of noncompliance with Environmental Laws. 

                          “Representative”
means, as to any Person, such Person’s Affiliates and its and their managers,
directors, officers, employees, agents and advisors (including financial
advisors, counsel and accountants). 

                         
“RMB” means Renminbi of the People’s Republic of China. 

                          “SEC”
means the Securities and Exchange Commission (or any successor Governmental
Authority). 

                         
“Securities Act” means the Securities Act of 1933, as amended.


                          “Software”
means any computer software programs, including all source code, object code,
and documentation related thereto and all software modules, tools and databases.


                          “SOX”
means the Sarbanes-Oxley Act of 2002, as amended. 

                          “Subsidiary”
means, with respect to any Person, any corporation, partnership, association or
other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, association or other business entity, a
majority of the partnership or other similar ownership interests thereof is at
the time owned or controlled, directly or indirectly, by any Person or one or
more Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons will be deemed to have a majority ownership interest in a
partnership, association or other business entity if such Person or Persons will
be allocated a majority of partnership, association or other business entity
gains or losses or will be or control the managing director, managing member,
general partner or other managing Person of such partnership, association or
other business entity.

                          “Target
Company” means each of the Company and its direct and indirect
Subsidiaries. 

                         
“Tax Return” means any return, declaration, report, claim for
refund, information return or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed
in connection with the determination, assessment or collection of any Taxes or
the administration of any Laws or administrative requirements relating to any
Taxes. 

                          “Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net
income, gross income, gross receipts, sales, use, value-added, ad valorem,
transfer, franchise, profits, license, lease, service, service use, withholding,
payroll, employment, social security and related contributions due in relation
to the payment of compensation to employees, excise, severance, stamp,
occupation, premium, property, windfall profits, alternative minimum, estimated,
customs, duties or other taxes, fees, assessments or charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts with respect thereto, (b) any Liability for payment of
amounts described in clause (a) whether as a result of being a member of an
affiliated, consolidated, combined or unitary group for any period or otherwise
through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing,
tax group, tax indemnity or tax allocation agreement with, or any other express
or implied agreement to indemnify, any other Person. 

56 




                          “Trade
Secrets” means any trade secrets, confidential business information,
concepts, ideas, designs, research or development information, processes,
procedures, techniques, technical information, specifications, operating and
maintenance manuals, engineering drawings, methods, knowhow, data, mask works,
discoveries, inventions, modifications, extensions, improvements, and other
proprietary rights (whether or not patentable or subject to copyright,
trademark, or trade secret protection). 

                          “Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names,
internet domain names, designs, logos, or corporate names (including, in each
case, the goodwill associated therewith), whether registered or unregistered,
and all registrations and applications for registration and renewal thereof.


            12.2    
 Section References. The following capitalized terms, as used in
this Agreement, have the respective meanings given to them in the Section as set
forth below adjacent to such terms:

	Term 	Section 	 	Term 	Section 
	AAA 	11.4 	 	Hubei Shengrong 	Recitals 
	AAA Procedures 	11.4 	 	Interim Balance Sheet Date 	4.7(a) 
	Accounts Receivable 	4.25 	 	Interim Period 	6.2(a) 
	Acquisition Proposal 	6.6(a) 	 	Lock-Up Agreement 	8.2(e)(ii) 
	Agreement 	Preamble 	 	Non-Competition Agreement 	8.2(e)(i) 
	Alternative Transaction 	6.6(a) 	 	Off-the-Shelf Software Agreements 	4.13(a) 
	Amended Charter 	6.11(a) 	 	Outbound IP License 	4.13(c) 
	Closing 	2.1 	 	Outside Date 	9.1(b) 
	Closing Date 	2.1 	 	Party(ies) 	Preamble 
	Closing Filing 	6.12(b) 	 	Post-Closing Purchaser Board 	6.16(a) 
	Closing Press Release 	6.12(b) 	 	Pro Rata Share 	1.2 
	Company 	Preamble 	 	Proxy Documents 	6.11(a) 
	Company Benefit Plan 	4.19(a) 	 	Proxy Statement 	6.11(a) 
	Company Disclosure Schedules 	Article IV 	 	Public Certifications 	3.6(a) 
	Company Financials 	4.7(a) 	 	Purchased Shares 	1.1 
	Company IP 	4.13(d) 	 	Purchaser 	Preamble 
	Company IP Licenses 	4.13(a) 	 	Purchaser Disclosure Schedules
    	Article III

	Company Material Contract 	4.12(a) 	 	Purchaser Financials 	3.6(b) 
	Company Permits 	4.10 	 	Purchaser Material Contracts
	3.13(a) 
	Company Personal Property Leases 	4.16 	 	Related Person 	4.21 
	Company Real Property Leases 	4.15 	 	Releasing Persons 	10.1 
	Company Registered IP 	4.13(a) 	 	Required Shareholder Vote 	8.1(a) 
	Dispute 	11.4 	 	Resolution Period 	11.4 
	Enforceability Exceptions 	3.2 	 	SEC Reports 	3.6(a) 
	Environmental Permit 	4.20(a) 	 	Seller Directors 	6.16(a) 
	Exchange Shares 	1.2 	 	Sellers 	Preamble 
	Expenses 	9.3 	 	Shareholder Meeting 	6.11(a) 
	Federal Securities Laws 	6.11(b) 	 	Signing Filing 	6.12(b) 
	HK Holdings 	Recitals 	 	Signing Press Release 	6.12(b)
  


57 





	Term 	Section 	 	Term 	Section 
	Specified Courts 	11.5 	 	WFOE 	Recitals 
	Supplemental Disclosure Schedules 	6.17(a) 	 	  	  
	Termination Fee 	9.4 	 	  	  
	Top Customers 	4.23 	 	  	  


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE
FOLLOWS] 

58 




      
     IN WITNESS WHEREOF, each Party hereto has caused
this Agreement to be signed and delivered by its respective duly authorized
officer as of the date first written above. 

	 	The Purchaser: 
	 	  
	 	AMERICAN LORAIN CORPORATION, 
	 	a Nevada corporation 



	 	By: 	/s/ Si Chen 
	 	 	Name: Si Chen 
	 	 	Title: Chairman, Chief Executive
      Officer and President 


[Signature Page to Share Exchange Agreement] 





	 	The Company: 
	 	  
	 	SHENGRONG ENVIRONMENTAL 
	 	PROTECTION HOLDING COMPANY 
	 	LIMITED, 
	 	a British Virgin Islands company




	 	By: 	/s/ Jiazhen Li 
	 	 	Name: Jiazhen Li 
	 	 	Title: Director



[Signature Page To Share Exchange Agreement] 





	 	The Sellers: 
	 	  
	 	China Sunlong Environmental Technology Inc.
  
	 	a Cayman Islands company




	 	By: 	/s/
      Jianzhen Li 
	 	 	Name: Jianzhen Li 
	 	 	Title: Director 



	 	Jie Tu 



	 	By: 	/s/
      Jie Tu 
	 	 	Name: Jie Tu 



	 	Ying Zhang 



	 	By: 	/s/
      Ying Zhang 
	 	 	Name: Ying Zhang 



	 	Act Power Limited, 
	 	a British Virgin Islands company




	 	By: 	/s/
      Xianhua Zhou 
	 	 	Name: Xianhua Zhou 
	 	 	Title: Director 



	 	Citi Profit Investment Group Limited, 
	 	a British Virgin Islands company




	 	By: 	/s/
      Shaohua Zhou 
	 	 	Name: Shaohua Zhou 
	 	 	Title: Director 



	 	Jayway International Holdings Co., Ltd., 
	 	a British Virgin Islands company




	 	By: 	 /s/ Hui Li 
	 	 	Name: Hui Li 
	 	 	Title: Director 



	 	Sky Tank Limited, 
	 	a British Virgin Islands company




	 	By: 	/s/
      Manli Long 
	 	 	Name: Manli Long 
	 	 	Title: Director 



	 	Huiying Liang 



	 	By: 	/s/
      Huiying Liang 
	 	 	Name: Huiying Liang 


[Signature Page To Share Exchange Agreement] 





	 	Patriot Management Ltd. 
	 	a British Virgin Islands company




	 	By: 	/s/ Ziqiang Zheng 
	 	 	Name: Ziqiang Zheng 
	 	 	Title: Director




	 	Min Wang 



	 	By: 	/s/ Min Wang 
	 	 	Name: Min Wang




	 	Citi Profit Investment Holding Limited, 
	 	a British Virgin Islands company




	 	By: 	/s/ Jin’ai Huang 
	 	 	Name: Jin’ai Huang 
	 	 	Title: Director




	 	Sky Tank Investment International Holdings Co.,
      Ltd., 
	 	a British Virgin Islands company




	 	By: 	/s/ Mei Le 
	 	 	Name: Mei Le 
	 	 	Title: Director




	 	Havesuccess Investment Limited, 
	 	a British Virgin Islands company




	 	By: 	/s/ Huazhen Lin 
	 	 	Name: Huazhen Lin 
	 	 	Title: Director




	 	HHM International Inc., 
	 	a British Virgin Islands company




	 	By: 	/s/ Haimei Huang 
	 	 	Name: Haimei Huang 
	 	 	Title: Director



[Signature Page To Share Exchange Agreement] 




ANNEX I 


	

      


Seller Name 	

      Number of 
Purchased
      
Shares Held by 
Seller 	Ownership 

      Percentage of
      
the Company 
Prior to 
Closing 	

      
Pro Rata 
Exchange
      
Shares 
	China Sunlong Environmental Technology Inc. 	5985 	52.5000% 	59,850,000 
	Jie Tu 	427.5 	3.7500% 	4,275,000 
	Ying Zhang 	427.5 	3.7500% 	4,275,000 
	Act Power Limited 	427.5 	3.7500% 	4,275,000 
	Citi Profit Investment Group Limited 	427.5 	3.7500% 	4,275,000 
	Jayway International Holdings Co., Ltd 	427.5 	3.7500% 	4,275,000 
	Sky Tank Limited 	384.75 	3.3750% 	3,847,500 
	Huiying Liang 	42.75 	0.3750% 	427,500 
	Patriot Management Ltd, a BVI Co. 	586.6212 	5.1458% 	5,866,212 
	Min Wang 	114.9006 	1.0079% 	1,149,006 
	Citi Profit Investment Holding Limited 	512.1222 	4.4923% 	5,121,222 
	Sky Tank Investment International Holdings Co., Ltd 	512.1222 	4.4923% 	5,121,222 
	Havesuccess Investment Limited 	512.1222 	4.4923% 	5,121,222 
	HHM International Inc. 	569.3616 	4.9944% 	5,693,616 
	Total 	11,400.00 	100% 	114,000,000